Sec Form 4/A Filing - DeGaynor Jonathan B @ STONERIDGE INC - 2017-03-30

FORM 4/A 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 DeGaynor Jonathan B 2. Issuer Name and Ticker or Trading Symbol STONERIDGE INC [ SRI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 6265 THURBER ROAD 3. Date of Earliest Transaction (MM/DD/YY) 03/30/2017 (Street) BLOOMFIELD HILLS, MI48301 4. If Amendment, Date Original Filed (MM/DD/YY) 04/03/2017 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 Common Shares, without par value 03/30/2017 M 21,885 A 21,855 D Common Shares, without par value 03/30/2017 F 9,129 D $ 18.4 12,726 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 Performance Shares ( 1 ) 03/30/2017 M 21,855 ( 1 ) ( 1 ) Common Shares, without par value 21,855 ( 1 ) 376,225 ( 2 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DeGaynor Jonathan B 6265 THURBER ROAD BLOOMFIELD HILLS, MI48301 X President and CEO Signatures /s/ Robert M. Loesch, by power of attorney 01/04/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 30, 2015 the Reporting Person was granted Performance Shares. Those Performance Shares included 21,855 time-based Performance Shares that vested and were paid on a one-for-one basis in Common Shares on March 30, 2017. ( 2 )Performance Shares granted to the Reporting Person in 2015, 2016 and 2017, vesting and payable, if earned, on a one-for-one basis in Common Shares in 2018, 2019 and 2020, as applicable.

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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