STONERIDGE INC — Director's Dealing 2018

May 18, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STONERIDGE INC (SRI)
CIK: 0001043337
Period of Report: 2018-05-16

Reporting Person: BEAVER THOMAS A (Vice President - Global Sales)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-05-16	Common Shares, without par value	S	30000	$31.4528	Disposed	53001	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Shares/Share Units	$		Common Shares, without par value (63380)	63380	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. The common shares were sold in multiple transactions on May 16, 2018 at prices per share ranging from $31.381 to $31.65. The Reporting Person undertakes to provide to Stoneridge, Inc. and the SEC staff, upon request, full information on the number of common shares sold at each price within the range.

F2: Performance Shares/Share Units were granted to the Reporting Person under the Company's Long-Term Incentive Plan in 2016, 2017 and 2018. Share Units are time-based awards and are paid on a one-for-one basis in Company common shares on the third anniversary of the date of grant if the Reporting Person remains employed by the Company on that date. Performance Shares are time-based and Company performance-based and are also paid, if earned, on a one-for-one basis in Company common shares on the third anniversary of the date of grant (i) if the Reporting Person remains employed by the Company on that date, and (ii) depending on Company performance over a three year performance period.