Sec Form 4 Filing - LITHIA HOLDING CO LLC @ LITHIA MOTORS INC - 2016-03-02

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 LITHIA HOLDING CO LLC 2. Issuer Name and Ticker or Trading Symbol LITHIA MOTORS INC [ LAD] 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) 150 N. BARTLETT STREET 3. Date of Earliest Transaction (MM/DD/YY) 03/02/2016 (Street) MEDFORD, OR97501 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 Class A Common Stock 03/02/2016 C 780,000 A $ 0 780,000 D Class A Common Stock 03/02/2016 J( 3 ) 780,000 D $ 94.58 ( 2 ) 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 (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 Class B Common Stock ( 1 ) 03/02/2016 C 780,000 ( 1 ) ( 1 ) Class A Common Stock 780,000 $ 0 1,762,231 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LITHIA HOLDING CO LLC 150 N. BARTLETT STREET MEDFORD, OR97501 X Signatures Larissa McAlister, Attorney-in-Fact for Lithia Holding Company, L.L.C. 03/04/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Class B Common Stock is immediately convertible on a one-for-one basis into Class A Common Stock and has no expiration date. ( 2 )The reporting person redeemed membership interests in the reporting person from certain of the members of the reporting person. The price shown is the value of one share of the issuer's Class A Common Stock at the close of the New York Stock Exchange on March 2, 2016. ( 3 )Distribution from the reporting person to certain members of the reporting person, including The Sidney B. DeBoer Trust.

Remarks: The exit box is checked because, after the distribution of 780,000 shares of Lithia Motors, Inc. Class A Common Stock reflected in this Form 4, the reporting person is no longer a 10% owner.

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.
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