Edgar Filing: LITHIA MOTORS INC

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

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 (Month/Day/Year)
03/02/2005

(Street)

MEDFORD, OR 97501

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common	03/02/2005		M		14,000	A	$ 10.75	14,000	D
Class A Common								2,300	I	By 401(k)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (2002nq) (right to buy)

$ 15.13

12/26/2007

12/26/2012

Class A Common

8,000

Stock Option (right to buy)

$ 29.42

03/11/2009

03/11/2010

Class A Common

8,001

Stock Option (right to buy)

$ 27.58

02/09/2010

02/09/2011

Class A Common

12,000

Stock Option (1998bj) (NQ) (right to buy)

$ 14.75

01/01/2003

12/31/2005

Class A Common

4,000

Stock Option (1999bj) (NQ) (right to buy)

$ 16.5

01/01/2004

01/01/2009

Class A Common

4,000

Stock Option (2000aj) (NQ) (right to buy)

$ 16.75

⁽⁶⁾

01/06/2010

Class A Common

13,250

Stock Option (2000bj) (NQ) (right to buy)

$ 16.75

01/06/2005

01/06/2010

Class A Common

4,000

Stock Option (2001) (NQ) (right to buy)

$ 1

12/26/2005

12/26/2010

Class A Common

8,000

Stock Option (2001nq) (right to buy)

$ 19.24

12/26/2006

12/26/2011

Class A Common

8,000

Stock Option (1997bj) (NQ) (right to buy)

$ 10.75

03/02/2005

14,000

⁽¹⁾

03/03/2005

Class A Common

14,000

$ 0

Class B Common

$ 0

⁽²⁾

Class A Common

1,871

By Custodian For Child

Class B Common

$ 0

⁽²⁾

Class A Common

66,348

Interest owned by a LLC ⁽³⁾

Stock Option (1997) (NQ) (right to buy)

$ 1

⁽⁴⁾

12/31/2005

Class A Common

727

Stock Option (2000a) (NQ) (right to buy)

$ 16.75

⁽⁵⁾

01/06/2010

Class A Common

6,750

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DEBOER JEFFREY B 360 E. JACKSON ST. MEDFORD, OR 97501			Senior Vice President, CFO

Signatures

By: Cliff E. Spencer, Attorney in Fact for		03/02/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	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.
(2)	Class B Common converts to Class A Common on a 1:1 ratio at holder's discretion.
(3)	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.
(4)	The options vest as to 20% of the total grant on the date of grant and 20% each anniversary date thereafter.
(5)	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.
(6)	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.

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