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)
02/22/2021
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 02/22/2021 J(1) 53,052 A $370.74(2) 77,038 D
Class A Common Stock 02/22/2021 J(1) 998 A $370.74(2) 998 I by Spouse
Class A Common Stock 02/22/2021 J(3) 112,431 D $370.74(2) 0 I by Trust
Class A Common Stock 02/23/2021 C 200,000 A $0.0 200,000(4) I by Trust(5)
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 (6) 02/23/2021 C 200,000 (6) (6) Class A Common Stock 200,000(4) $0.0 0 I by Trust(7)
Explanation of Responses:
1. Pro rata distribution by DeBoer Family LLC of Lithia Motors, Inc. Class A Common Stock to members of DeBoer Family LLC, included Sidney B. DeBoer Trust and the reporting person's spouse.
2. The price shown is the value of one share of Lithia Motors, Inc. Class A Common Stock at the close of the New York Stock Exchange on February 22, 2021.
3. Pro rata distribution from DeBoer Family LLC to the members of DeBoer Family LLC. The shares distributed to Sidney B. DeBoer Trust and the reporting person's wife are shown in rows 1 and 2.
4. 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.
5. 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 row 4 of column 5 of table I.
6. Class B Common Stock is immediately convertible on a one-for-one basis into Class A Common Stock and has no expiration date.
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 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.
Kevin Cundick, Attorney-in-fact 02/24/2021
** 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.