Sec Form 4 Filing - DONLON JAMES D III @ ARVINMERITOR INC - 2009-12-02

Insider filing report for Changes in Beneficial Ownership
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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
DONLON JAMES D III
2. Issuer Name and Ticker or Trading Symbol
ARVINMERITOR INC [ ARM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Vice President
(Last) (First) (Middle)
ARVINMERITOR, INC., 2135 WEST MAPLE ROAD
3. Date of Earliest Transaction (MM/DD/YY)
12/02/2009
(Street)
TROY, MI48084-7186
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
Common Stock 12/02/2009 S( 1 ) 6,216 D $ 8.3426 ( 2 ) 196,988 ( 3 ) D
Common Stock 348 I ArvinMeritor Savings Plan ( 4 )
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
DONLON JAMES D III
ARVINMERITOR, INC.
2135 WEST MAPLE ROAD
TROY, MI48084-7186
Executive Vice President
Signatures
James D. Donlon, III, by Barbara Novak, Attorney-in-fact 12/02/2009
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with the vesting and delivery of restricted stock, and pursuant to the terms of the restricted stock agreement and a Rule 10b5-1 plan, shares were sold and the net proceeds used to pay required withholding taxes.
( 2 )Reflects the weighted average sales price. The actual range of prices for such transactions was $8.3436 to $8.293. The filer undertakes upon request to provide full information regarding the number of shares sold at each price.
( 3 )Reflects the vesting of 19,838 shares of restricted stock on December 1, 2009, with 6,216 of such shares sold to pay required withholding taxes and the remaining 13,622 shares held as freely transferable and not as restricted stock. Total also includes183,366 shares of restricted stock that are held by the issuer to implement restrictions on transfer unless and until certain conditions are met.
( 4 )Shares purchased periodically and held in ArvinMeritor common stock funds in an employee benefit trust established under the ArvinMeritor, Inc. Savings Plan, based on information furnished by the Plan Administrator as of October 31, 2009.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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