Sec Form 4 Filing - Perian Ross @ SUPERIOR INDUSTRIES INTERNATIONAL INC - 2013-11-29

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 Perian Ross 2. Issuer Name and Ticker or Trading Symbol SUPERIOR INDUSTRIES INTERNATIONAL INC [ SUP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Information Officer (Last) (First) (Middle) 7800 WOODLEY AVE 3. Date of Earliest Transaction (MM/DD/YY) 11/29/2013 (Street) VAN NUYS, CA91406 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 11/29/2013 M 4,193 A $ 15.17 7,139 D Common Stock 11/29/2013 S 4,193 D $ 19.66 2,946 D Common Stock 11/29/2013 M 1,250 A $ 16.32 4,196 D Common Stock 11/29/2013 S 1,250 D $ 19.66 ( 1 ) 2,946 D Common Stock 11/29/2013 M 687 A $ 16.76 3,633 D Common Stock 11/29/2013 S 687 D $ 19.67 2,946 D Common Stock 11/29/2013 M 4,807 A $ 15.17 7,753 D Common Stock 11/29/2013 S 4,807 D $ 19.68 ( 2 ) 2,946 D Common Stock 11/29/2013 M 2,500 A $ 16.32 5,446 D Common Stock 11/29/2013 S 2,500 D $ 19.67 ( 3 ) 2,946 D Common Stock 11/29/2013 M 313 A $ 16.76 3,259 D Common Stock 11/29/2013 S 313 D $ 19.74 2,946 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 Stock Option ISO (Right to Buy) $ 15.17 11/29/2013 M 4,193 ( 4 ) 08/14/2019 Common Stock 4,193 $ 0 32,627 D Stock Option ISO (Right to Buy) $ 16.32 11/29/2013 M 1,250 ( 5 ) 05/14/2020 Common Stock 1,250 $ 0 31,377 D Stock Option ISO (Right to Buy) $ 16.76 11/29/2013 M 687 ( 6 ) 05/04/2022 Common Stock 687 $ 0 30,690 D Stock Option NQ (right to Buy) $ 15.17 11/29/2013 M 4,807 ( 7 ) 08/14/2019 Common Stock 4,807 $ 0 29,473 D Stock Option NQ (Right to Buy) $ 16.32 11/29/2013 M 2,500 ( 8 ) 05/14/2020 Common Stock 2,500 $ 0 26,793 D Stock Option NQ (Right to Buy) $ 16.76 11/29/2013 M 313 ( 9 ) 05/04/2022 Common Stock 313 $ 0 26,660 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Perian Ross 7800 WOODLEY AVE VAN NUYS, CA91406 Chief Information Officer Signatures /s/ Kerry Shiba as Attorney-in-Fact 12/03/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This price represents an average price with a trading range of a high of $19.67 and a low of $19.65. ( 2 )This price represents an average price with a trading range of a high of $19.70 and a low of $19.67 ( 3 )This price represents an average price with a trading range of a high of $19.68 and a low of $19.66. ( 4 )These options vested 28% on August 14 2012, and 72% on August 14 2013 ( 5 )These options vested 50% on May 14 2013, and 50% on May 14 2014. ( 6 )These options vested 26% on May 4 2013, and 37% on May 4 2014, and 37% on May 4 2015. ( 7 )These options vested 38% on August 14 2010, and 38% on August 14 2011, and 24% on August 14 2012. ( 8 )These options vested 50% on May 14 2011 and 50% on May 14 2012. ( 9 )These options vested 100% on May 4 2013.

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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