LKQ CORP — Director's Dealing 2017

Jan 19, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LKQ CORP (LKQ)
CIK: 0001065696
Period of Report: 2017-01-13

Reporting Person: Clark Michael S. (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-13	Common Stock	A	8655	—	Acquired	60335	Direct
2017-01-17	Common Stock	F	1429	$31.6249	Disposed	58906	Direct

Footnotes

F1: The transaction represents an award of restricted stock units that are subject to two vesting conditions, each of which must be satisfied: (a) time-based vesting equal to 16.67% of the number of restricted stock units subject to the award on July 14, 2017 and on each six-month anniversary of July 14, 2017; and (b) a performance-based condition of positive fully-diluted earnings per share of the Company (subject to adjustment for certain extraordinary items) for any of the first five fiscal years ending after the grant date. If and when the performance-based condition is met, all restricted stock units that had previously met the time-based vesting condition will vest immediately and the remaining restricted stock units will vest according to the remaining schedule of the time-based condition. If the performance-based condition is not met, all restricted stock units will be forfeited.

F2: This transaction represents shares withheld by the issuer to pay the tax withholding amount required upon the vesting of restricted stock units.