SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ROOKE PAUL A

(Last)

(First)

(Middle)

ONE LEXMARK CENTRE DRIVE

740 WEST NEW CIRCLE ROAD

(Street)

LEXINGTON

40550

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LEXMARK INTERNATIONAL INC /KY/ [ LXK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2016

4. If Amendment, Date of 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

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 Stock	02/17/2016		A		100,000⁽¹⁾	A	$0.0000	251,432	D
Class A Common Stock	02/17/2016		A		48,200⁽²⁾	A	$0.0000	299,632⁽³⁾	D
Class A Common Stock								649.969	I	By 401(k)
Class A Common Stock								188,064	I	By Trust

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents an award to the Reporting Person of an equal number of PRSUs granted pursuant to the Issuer's stock incentive plan, as approved by the Committee on February 17, 2016. On March 8, 2013, the Reporting Person was granted an opportunity to earn a maximum of 160,000 PRSUs (80,000 PRSUs at Target), subject to the achievement of the performance measure (the Company's relative return on invested capital (ROIC) measured against the ROIC of the companies in the S&P MidCap Technology Index) during the 2013-2015 performance period. The Committee reviewed and certified the business results for the PRSUs on February 17, 2016 and determined that performance at 125% of Target had been attained for the performance period. 100% of the earned PRSUs will settle on February 24, 2016.

2. Represents an award to the Reporting Person of an equal number of performance-based restricted stock units (PRSUs) granted pursuant to the Issuer's stock incentive plan, as approved by the Compensation and Pension Committee of the Board of Directors (the "Committee") on February 17, 2016. On February 18, 2015, the Reporting Person was granted an opportunity to earn a maximum of 48,200 PRSUs (24,100 PRSUs at Target), subject to the achievement of the performance measure (services and software revenue) during the 2015 performance period. The Committee reviewed and certified the business results for the PRSUs on February 17, 2016 and determined that maximum attainment had been achieved for the one-year performance period. The earned PRSUs will become vested and settle in three approximately equal installments (34%, 33% and 33%) on February 24, 2016, February 24, 2017 and February 24, 2018, respectively.

3. 299,632 of these securities are restricted stock units and earned PRSUs, including associated dividend equivalent units, which have not yet vested.

	/s/ Ian C. Lofwall, Attorney-in-Fact	02/19/2016
	** Signature of Reporting Person	Date
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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