Form 4 MALLETT CONRAD L JR For: Jan 31 (10K)

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, Section 17(a) of the Public Utility Holding Company Act of 1935 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^*

MALLETT CONRAD L JR

(Last)

(First)

(Middle)

21557 TELEGRAPH ROAD

(Street)

SOUTHFIELD

48033

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LEAR CORP [LEA]

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)
01/31/2009

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/31/2009		M⁽¹⁾		1,565.8033	A	$ 0 ⁽¹⁾	1,565.8033	D
Common Stock	01/31/2009		D⁽¹⁾		1,565.8033	D	$ 1.005	0	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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

2009 Restricted Units

⁽²⁾

01/31/2009

89,552.2388

⁽³⁾

Common Stock

89,552.2388

$ 0

89,552.2388

2008 Restricted Units

⁽²⁾

01/31/2009

M⁽¹⁾

1,067.4257

⁽⁴⁾

Common Stock

1,067.4257

$ 0

2,134.8514

2007 Restricted Units

⁽²⁾

01/31/2009

M⁽¹⁾

886.7869

⁽⁵⁾

Common Stock

886.7869

$ 0

886.7869

2006 Restricted Units

⁽²⁾

01/31/2009

M⁽¹⁾

1,177.394

⁽⁶⁾

Common Stock

1,177.394

$ 0

Deferred Stock Units

⁽⁷⁾

01/31/2009

M⁽¹⁾

1,565.8033

⁽⁸⁾

Common Stock

1,565.8033

$ 1.005

6,708.3671

Deferred Stock Units

⁽⁷⁾

01/31/2009

2,798.5075

⁽⁸⁾

Common Stock

2,798.5075

$ 1.005

9,506.8746

Explanation of Responses:

1. Pursuant to deferral elections, Mr. Mallett's deferred stock unit account is credited at the time of vesting of the 2006 Restricted Units, 2007 Restricted Units and 2008 Restricted Units as to one-half of the vested units and his interest account is credited with the other one-half. The third tranche of the 2006 Restricted Units, the second tranche of the 2007 Restricted Units and the first tranche of the 2008 Restricted Units vested on January 31, 2009 and were converted into 1565.8033 deferred stock units, with 1565.8033 units being "cashed out" and deferred into an interest bearing account, at such time.

2. Each restricted unit is equal in value to one share of Lear Corporation common stock.

3. The 2009 Restricted Units were granted on January 31, 2009 under the Lear Corporation Outside Directors Plan and generally vest and settle in cash ratably over a three-year period on each of the first three anniversaries of the grant date. Mr. Mallett has elected to defer 100% of amounts payable upon vesting of the 2009 Restricted Units, with 50% of such amounts credited to his deferred stock unit account and 50% of such amounts credited to his interest earing account on each such vesting date.

4. The 2008 Restricted Units were granted on January 31, 2008 under the Lear Corporation Outside Directors Plan and generally vest and settle in cash ratably over a three-year period on each of the first three anniversaries of the grant date. Mr. Mallett has elected to defer 100% of amounts payable upon vesting of the 2008 Restricted Units, with 50% of such amounts credited to his deferred stock unit account and 50% of such amounts credited to his interest bearing account on each such vesting date.

5. The 2007 Restricted Units were granted on January 31, 2007 under the Lear Corporation Outside Directors Plan and generally vest and settle in cash ratably over a three-year period on each of the first three anniversaries of the grant date. Mr. Mallett has elected to defer 100% of amounts payable upon vesting of the 2007 Restricted Units, with 50% of such amounts credited to his deferred stock unit account and 50% of such amounts credited to his interest bearing account on each such vesting date.

6. The 2006 Restricted Units were granted on January 31, 2006 under the Lear Corporation Outside Directors Plan and generally vest and settle in cash ratably over a three-year period on each of the first three anniversaries of the grant date. Mr. Mallett has elected to defer 100% of amounts payable upon vesting of the 2006 Restricted Units, with 50% of such amounts credited to his deferred stock unit account and 50% of such amounts credited to his interest bearing account on each such vesting date.

7. Each stock unit is equal in value to one share of Lear Corporation common stock

8. The deferred stock units were accrued under the Lear Corporation Outside Directors Compensation Plan pursuant to a deferral election (with respect to the director's cash retainer, meeting fees and/or restricted unit grants) and are generally to be paid out in cash upon the earlier of either Mr. Mallett's retirement as a director of Lear Corporation or a change in control of Lear Corporation.

	/s/ Karen Rosbury as attorney-in-fact	02/03/2009
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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