Deboer Sidney B Form 4 LITHIA MOTORS / SIDNEY B DEBOER ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DEBOER SIDNEY B

(Last) (First) (Middle)

150 N. BARTLETT

(Street)

MEDFORD OR 97501

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LITHIA MOTORS INC [ LAD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	06/26/2020		C		200,000	A	$0.0	200,000(1)	I	by Trust(2)
Class A Common Stock	06/26/2020		J(3)		200,000	D	$143.22(4)	0(3)	I	by Trust(2)
Class A Common Stock	06/26/2020		J(5)		112,431	A	$143.22(4)	112,431(6)	I	by Trust(7)
Class A Common Stock								1,689	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(8)	06/26/2020		C			200,000	(8)	(8)	Class A Common Stock	200,000(1)	$0.0	400,000	I	by Trust(9)

Explanation of Responses:

1. As permitted by instruction 4(b)(iv) to Form 4, the reporting person is reporting beneficial ownership of all shares of Lithia Motors, Inc. Class A Common Stock owned by Lithia Holding Company, L.L.C. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, and the inclusion of such shares in this Form 4 shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

2. By The Sidney B. DeBoer Trust and Lithia Holding Company, L.L.C. The reporting person is the settlor of the Sidney B. DeBoer Trust, and the Sidney B. DeBoer Trust is revocable by the reporting person at any time at the reporting person's option. The Sidney B. DeBoer Trust is the sole manager of Lithia Holding Company, L.L.C., which is the direct owner of the securities shown in rows 2 and 3 of column 5 of table I.

3. Pro rata distribution by Lithia Holding Company, L.L.C. of Lithia Motors, Inc. Class A Common Stock to the members of Lithia Holding Company, L.L.C. including DeBoer Family LLC. The shares distributed to DeBoer Family LLC are shown on the next row.

4. The price shown is the value of one share of the issuer's Class A Common Stock at the closing of the New York Stock Exchange on June 26, 2020.

5. Pro rata distribution by Lithia Holding Company, L.L.C. of Lithia Motors, Inc. Class A Common Stock to the members of Lithia Holding Company, L.L.C., including DeBoer Family LLC.

6. As permitted by instruction4(b)(iv), the reporting person is reporting beneficial ownership of all shares of Lithia Motors, Inc. Class A Common Stock held by DeBoer Family LLC. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or any other purpose.

7. The reporting person is the settlor of the Sidney B. DeBoer Trust, and the Sidney B. DeBoer Trust is revocable by the reporting person at any time at the reporting person's option. The Sidney B. DeBoer Trust is a member and sole manager of DeBoer Family LLC which is the direct owner of the securities shown in row 4 of column 5 of Table I.

8. Class B Common Stock is immediately convertible on a one-for-one basis into Class A Common Stock and has no expiration date.

9. The reporting person is the settlor of the Sidney B. DeBoer Trust, and the Sidney B. DeBoer Trust is revocable by the reporting person at any time at the reporting person's option. The Sidney B. DeBoer Trust is the sole manager of Lithia Holding Company, L.L.C., which is the direct owner of the securities shown in row 1 of column 9 of table II.

	By: Kevin Cundick, Attorney-in-Fact	06/29/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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