Sec Form 4 Filing - Harrington James D. @ Delphi Technologies PLC - 2020-02-28

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
Harrington James D.
2. Issuer Name and Ticker or Trading Symbol
Delphi Technologies PLC [ DLPH]
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*
(Last) (First) (Middle)
C/O DELPHI TECHNOLOGIES PLC, 1 ANGEL COURT, 10TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
02/28/2020
(Street)
LONDON, X0EC2R 7HJ
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
Ordinary Shares 02/28/2020 X( 1 ) 60 A $ 0 2,566 D
Ordinary Shares 02/28/2020 X( 2 ) 1,994 A $ 0 4,560 D
Ordinary Shares 02/28/2020 X( 2 ) 1,494 A $ 0 6,054 D
Ordinary Shares 02/28/2020 X( 2 ) 6,518 A $ 0 12,572 D
Ordinary Shares 02/28/2020 A( 3 ) 10,977 A $ 0 23,549 D
Ordinary Shares 02/28/2020 F( 4 ) 6,168 D $ 14.12 17,381 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
Dividend Equivalent Rights ( 5 ) 02/28/2020 X 60 ( 5 ) ( 5 ) Ordinary Shares 60 $ 0 63.46 D
Restricted Share Units ( 6 ) 02/28/2020 X 1,994 ( 6 ) ( 6 ) Ordinary Shares 1,994 $ 0 1,996 D
Restricted Share Units ( 7 ) 02/28/2020 X 1,494 ( 7 ) ( 7 ) Ordinary Shares 1,494 $ 0 1,494 D
Restricted Share Units ( 8 ) 02/28/2020 X 6,518 ( 8 ) ( 8 ) Ordinary Shares 6,518 $ 0 13,038 D
Restricted Share Units ( 9 ) 02/28/2020 A 27,031 ( 9 ) ( 9 ) Ordinary Shares 27,031 $ 0 27,031 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Harrington James D.
C/O DELPHI TECHNOLOGIES PLC
1 ANGEL COURT, 10TH FLOOR
LONDON, X0EC2R 7HJ
Senior Vice President*
Signatures
/s/ James D. Harrington 03/03/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the acquisition of ordinary shares upon the disposition of dividend equivalent rights reported in Table 2.
( 2 )Represents the acquisition of ordinary shares upon the disposition of restricted share units reported in Table 2.
( 3 )Ordinary shares received upon settlement of performance based awards granted pursuant to an approved employee incentive plan the value and issuance of which was conditioned on the Issuer achieving certain operating and financial performance targets over the 2017 through 2019 fiscal year period.
( 4 )Represents ordinary shares being withheld to pay tax liability incident to the vesting of time-based restricted stock units and settlement of dividend equivalent rights previously granted pursuant to an approved employee incentive plan.
( 5 )Reflects settlement of dividend equivalent rights in connection with the vesting of restricted share units. The rights accrued when and as dividends were paid on the Issuer's ordinary shares and vested proportionately with the restricted share units to which they related. Each dividend equivalent right is the economic equivalent of one ordinary share.
( 6 )Reflects settlement of a portion of restricted share units awarded to the reporting person as an annual grant pursuant to Rule 16b-3, each of which represents the right to receive one ordinary share of the Issuer (but which may be settled in cash in certain circumstances). The remaining award vests on February 28, 2021.
( 7 )Reflects settlement of a portion of restricted share units awarded to the reporting person as a one-time special grant pursuant to Rule 16b-3, each of which represents the right to receive one ordinary share of the Issuer (but which may be settled in cash in certain circumstances). The remaining award vests on February 28, 2021.
( 8 )Reflects settlement of a portion of restricted share units awarded to the reporting person as an annual grant pursuant to Rule 16b-3, each of which represents the right to receive one ordinary share of the Issuer (but which may be settled in cash in certain circumstances). The remaining award vests in two equal installments on February 28, 2021 and February 28, 2022.
( 9 )Reflects the annual grant of restricted share units awarded to the reporting person pursuant to Rule 16b-3, each of which represents the right to receive one ordinary share of the Issuer (but which may be settled in cash in certain circumstances). The award vests in three equal installments on each of February 28, 2021, February 28, 2022 and February 28, 2023.

Remarks:
* and General Counsel

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 omissi ons of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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