Sec Form 4 Filing - DEBOER JEFFREY B @ LITHIA MOTORS INC - 2010-03-12

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 DEBOER JEFFREY B 2. Issuer Name and Ticker or Trading Symbol LITHIA MOTORS INC [ LAD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Senior Vice President, CFO (Last) (First) (Middle) 360 E. JACKSON ST. 3. Date of Earliest Transaction (MM/DD/YY) 03/12/2010 (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 03/12/2010 A 12,000 A $ 0 21,711 D Class A Common 3,142 I By 401(k)

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 ( 1 ) $ 0 ( 1 ) ( 1 ) Class A Common 1,871 1,871 I By Custodian For Child Class B Common ( 1 ) $ 0 ( 1 ) ( 1 ) Class A Common 66,348 66,348 I Interest owned by a LLC ( 2 ) Stock Option (2000a) (NQ) (right to buy) $ 16.75 ( 3 ) 01/06/2010 Class A Common 6,750 6,750 D Stock Option (2002nq) (right to buy) $ 15.13 12/26/2007 12/26/2012 Class A Common 8,000 8,000 D Stock Option (right to buy) $ 29.42 03/11/2009 03/11/2010 Class A Common 8,001 8,001 D Stock Option (right to buy) $ 27.58 02/09/2010 02/09/2011 Class A Common 12,000 12,000 D Stock Option (1999bj) (NQ) (right to buy) $ 16.5 01/01/2004 01/01/2009 Class A Common 4,000 4,000 D Stock Option (2000aj) (NQ) (right to buy) $ 16.75 ( 4 ) 01/06/2010 Class A Common 13,250 13,250 D Stock Option (2000bj) (NQ) (right to buy) $ 16.75 01/06/2005 01/06/2010 Class A Common 4,000 4,000 D Stock Option (2001nq) (right to buy) $ 19.24 12/26/2006 12/26/2011 Class A Common 8,000 8,000 D Stock Option (right to buy) $ 31.67 03/10/2011 03/10/2012 Class A Common 14,000 14,000 D Stock Option (right to buy) $ 28.34 03/09/2012 03/09/2013 Class A Common 14,000 14,000 D Stock Option (right to buy) $ 9.38 03/10/2012 03/09/2014 Class A Common 15,000 15,000 D Stock Option (right to buy) $ 5.37 ( 5 ) 08/11/2014 Class A Common 50,000 50,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DEBOER JEFFREY B 360 E. JACKSON ST. MEDFORD, OR97501 Senior Vice President, CFO Signatures By: Cliff E. Spencer, Attorney-in-Fact for 03/15/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Class B Common converts to Class A Common on a 1:1 ratio at holder's discretion. ( 2 )Mr. DeBoer is a member in the DeBoer Insurance, LLC which is a member of Lithia Holding Company, LLC, the owner of all of the Class B Common stock of Lithia Motors. ( 3 )Beginning on the1st anniversary of the grant date, the options vest as to 20% of the total grant on each of the 1st through the 5th anniversaries. ( 4 )The options vest as follows: 3,402 on 1/6/01; 3,402 on 1/6/02; 2,447 on 1/6/03; 2,029 on 1/6/04; and 1,970 on 1/6/05. ( 5 )These opitions vest 50% on 2nd anniversary, 25% on 3rd anniversary and 25% on 4th anniversary.

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).

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