Form 4 DEBOER SIDNEY B For: Nov 04 (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

OMB APPROVAL

OMB Number:		3235-0287
Expires:	February 28, 2011
Estimated average burden
hours per response		0.5

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)

360 E. JACKSON ST.

(Street)

MEDFORD

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	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/04/2009

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)
Class A Common	11/04/2009		P		1,000	A	$ 8.5	68,796	D
Class A Common								79,500	I	Deboer Family, LLC ⁽¹⁾

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

Class B Common

$ 0

⁽²⁾

Class A Common

3,762,231

Interest owned by a LLC ⁽³⁾

Stock Option (2000sd) (NQ) (right to buy)

$ 16.75

⁽⁴⁾

01/06/2010

Class A Common

22,010

Stock Option (2002nq) (right to buy)

$ 15.13

12/26/2007

12/26/2012

Class A Common

16,000

Stock Option (right to buy)

$ 29.42

03/11/2009

03/11/2010

Class A Common

16,002

Stock Option (right to buy)

$ 27.58

02/09/2010

02/09/2011

Class A Common

20,001

Stock Option (2001nq) (right to buy)

$ 19.24

12/26/2006

12/26/2011

Class A Common

16,000

Stock Option (2001sd) (NQ) (right to purchase)

$ 11.81

⁽⁵⁾

12/26/2010

Class A Common

31,788

Stock Option (right to buy)

$ 31.67

03/10/2011

03/10/2012

Class A Common

24,000

Stock Option (right to buy)

$ 28.34

03/09/2012

03/09/2013

Class A Common

24,000

Stock Option (right to buy)

$ 9.38

03/10/2012

03/09/2014

Class A Common

25,000

Explanation of Responses:

1. Sidney B. Deboer is the trustee of the Sidney B. DeBoer Trust, which is the owner of a majority interest in the LLC and is the sole manager of the LLC

2. Class B Common converts to Class A Common on a 1:1 ratio at holder's discretion.

3. Mr. DeBoer, through DeBoer Family, LLC, of which he is the sole manager, owns a majority interest in Lithia Holding Company, LLC, of which he is also the sole manager; and he has elected to report all Class B Common Stock owned by the Lithia Holding Company, LLC as being beneficially owned by him.

4. The options vest as follows: 13,627 on 1/6/01 and 8,383 on 1/6/02.

5. The options vest 8,360 shares on 12/26/00, 2,108 on 12/26/02, 10,565 on 12/26/03 and 10,755 on 12/26/04

	By: Cliff E. Spencer, Attorney in Fact for	11/04/2009
	** 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.

Add to Delicious

Digg It

Send by Email

View Comments (0)

Post Comment