Martin S Canning Form 4 LEXMARK INTERNATIONAL / Martin S Canning 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^*

Canning Martin S

(Last) (First) (Middle)

ONE LEXMARK CENTRE DRIVE

740 WEST NEW CIRCLE ROAD

(Street)

LEXINGTON KY 40550

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LEXMARK INTERNATIONAL INC /KY/ [ LXK ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/27/2015

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	05/27/2015		M		172,000	A	$17.12	328,664.0069	D
Class A Common Stock	05/27/2015		M		46,000	A	$33.26	374,664.0069	D
Class A Common Stock	05/27/2015		M		25,000	A	$42.21	399,664.0069	D
Class A Common Stock	05/27/2015		S		243,000(1)	D	$45.5728(2)	156,664.0069	D
Class A Common Stock	05/28/2015		S		47,500	D	$46.1291(3)	109,164.0069	D
Class A Common Stock	05/29/2015		S		500	D	$46.03	108,664.0069(4)	D
Class A Common Stock								8.488	I	By 401(k)

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
Employee Stock Option	$33.26	05/27/2015		M			46,000	02/20/2009	02/20/2018	Class A Common Stock	46,000	$33.26	0.0000	D
Employee Stock Option	$17.12	05/27/2015		M			172,000	05/15/2011	05/15/2019	Class A Common Stock	172,000	$17.12	0.0000	D
Employee Stock Option	$42.21	05/27/2015		M			25,000	07/26/2008	07/26/2017	Class A Common Stock	25,000	$42.21	0.0000	D

Explanation of Responses:

1. Of such shares, 182,871 shares were sold to pay the exercise price and broker fees and commissions, pursuant to a broker-assisted cashless exercise.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $45.50 to $45.95, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission upon request full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $46.048 to $46.22, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission upon request full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. 35,779 of these securities are restricted stock units (RSUs) and earned performance-based RSUs, including associated dividend equivalent units, which have not yet vested.

	/s/ Ian C. Lofwall, Attorney-in-Fact	05/29/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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