Sec Form 4 Filing - AUTOMOTIVE INVESTORS LLC @ TRW AUTOMOTIVE HOLDINGS CORP - 2013-02-20

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

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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1. Name and Address of Reporting Person AUTOMOTIVE INVESTORS LLC 2. Issuer Name and Ticker or Trading Symbol TRW AUTOMOTIVE HOLDINGS CORP [ TRW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O THE BLACKSTONE GROUP L.P., 345 PARK AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 02/20/2013 (Street) NEW YORK, NY10154 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Stock, par value $0.01 per share 02/20/2013 S( 1 ) 9,215,354 D ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) $ 59.1 10,273,062 I ( 2 ) ( 3 ) ( 4 ) ( 5 ) See footnotes ( 2 ) ( 3 ) ( 4 ) ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other AUTOMOTIVE INVESTORS LLC C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY10154 X BLACKSTONE MANAGEMENT ASSOCIATES IV LLC C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY10154 X BLACKSTONE CAPITAL PARTNERS IV-A LP C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY10154 X BLACKSTONE CAPITAL PARTNERS IV LP C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY10154 X BLACKSTONE AUTOMOTIVE CO INVEST CAPITAL PARTNERS LP C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY10154 X BLACKSTONE FAMILY INVESTMENT PARTNERSHIP IV-A LP C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY10154 X SCHWARZMAN STEPHEN A C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK, NY10154 X Signatures /s/ John. G. Finley, Authorized Person for Automotive Investors L.L.C. 02/22/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of the common stock reported as disposed of in the above table are being sold in a secondary offering of the Issuer's common stock pursuant to an Underwriting Agreement, dated February 20, 2013. ( 2 )Automotive Investors L.L.C. directly owns 10,273,062 shares of Common Stock. Blackstone Family Investment Partnership IV-A L.P., Blackstone Capital Partners IV-A L.P., Blackstone Capital Partners IV L.P. and Blackstone Automotive Co-Invest Capital Partners L.P. (the "Blackstone Funds") are members of Automotive Investors L.L.C. and collectively have investment and voting control over the shares of Common Stock held by Automotive Investors L.L.C. Blackstone Management Associates IV L.L.C. is the sole general partner of each of these entities. Blackstone Holdings III L.P. is the managing member of Blackstone Management Associates IV L.L.C. Blackstone Holdings III GP L.L.C. is the general partner of Blackstone Holdings III L.P. The Blackstone Group L.P. is the managing member of Blackstone Holdings III GP L.L.C. Blackstone Group Management L.L.C. is the general partner of The Blackstone Group L.P. Mr. Stephen A. Schwarzman is a founding member of Blackstone Group Management L.L.C. ( 3 )Neil P. Simpkins is a director of the issuer and a member of Blackstone Management Associates IV L.L.C., which has investment and voting control over the shares controlled by each of the above entities, and may be deemed to beneficially own such shares. ( 4 )Information with respect to each of the Reporting Persons is given solely by such Reporting Persons, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Any disclosures made hereunder with respect to persons other than the Reporting Persons are made on information and belief after making appropriate inquiry. ( 5 )Pursuant to Rule 16a-1(4) promulgated under the Securities Exchange Act of 1934, as amended, each of the Reporting Persons herein states that this filing shall not be deemed an admission that he or it is the beneficial owner of any of the shares of Common Stock covered by this Statement. Each of Blackstone Management Associates IV L.L.C., Blackstone Capital Partners IV-A L.P., Blackstone Family Investment Partnership IV-A L.P., Blackstone Capital Partners IV L.P., Blackstone Automotive Co-Invest Capital Partners L.P., Blackstone Holdings III L.P., Blackstone Holdings III GP L.L.C., The Blackstone Group L.P., Blackstone Group Management L.L.C. and Mr. Stephen A. Schwarzman disclaims beneficial ownership of the Common Stock, except to the extent of its or his pecuniary interest in such shares of Common Stock. ( 6 )Due to the limitations of the electronic filing system, Blackstone Holdings III L.P., Blackstone Holdings III GP L.L.C., The Blackstone Group L.P. and Blackstone Group Management L.L.C are filing a separate corresponding Form 4 on the date hereof. Information with respect to Mr. Simpkins may be found in a corresponding Form 4 filed on the date hereof.

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