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^*

DEBOER BRYAN B

(Last)

(First)

(Middle)

360 E. JACKSON ST.

(Street)

MEDFORD

97501

(City)

(State)

(Zip)

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)
	President & COO

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2008

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	12/16/2008		S		1,400	D	$2.99	4,600	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 (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)
Class B Common	$0.00							⁽¹⁾	⁽¹⁾	Class A Common	1,871		1,871	I	By Custodian For Child
Class B Common	$0.00							⁽¹⁾	⁽¹⁾	Class A Common	66,348		66,348	I	Interest owned by a LLC
Stock Option (2000c) (NQ) (right to buy)	$16.75							⁽²⁾	01/06/2010	Class A Common	5,554		5,554	D
Stock Option (2002nq) (right to buy)	$15.13							12/26/2007	12/26/2012	Class A Common	8,000		8,000	D
Stock Option (right to buy)	$29.42							03/11/2009	03/11/2010	Class A Common	12,000		12,000	D
Stock Option (right to buy)	$27.58							02/09/2010	02/09/2011	Class A Common	16,002		16,002	D
Stock Option (2000ab) (NQ) (right to buy)	$16.75							⁽³⁾	01/06/2010	Class A Common	14,446		14,446	D
Stock Option (2000bj) (NQ) (right to buy)	$16.75							01/06/2005	01/06/2010	Class A Common	4,000		4,000	D
Stock Option (2001nq) (right to buy)	$19.24							12/26/2006	12/26/2011	Class A Common	8,000		8,000	D
Stock Option (right to buy)	$31.67							03/10/2011	03/10/2012	Class A Common	18,000		18,000	D
Stock Option (right to buy)	$28.34							03/09/2012	03/09/2013	Class A Common	18,000		18,000	D
Stock Option (right to buy)	$9.38							03/10/2012	03/09/2014	Class A Common	25,000		25,000	D
Stock Option (right to buy)	$5.37							⁽⁴⁾	08/11/2014	Class A Common	80,000		80,000	D

Explanation of Responses:

1. Class B Common converts to Class A Common on a 1:1 ratio at holder's discretion.

2. The options vest as to 50% of total grant on 3rd anniversary of grant date and remaining 50% on 4th anniversary date.

3. The option vests as follows: 4,000 on 1/6/01; 4,000 on 1/6/02; 2,447 on 1/6/03; 2,029 on 1/6/04 and 1,970 on 1/6/05

4. These opitions vest 50% on 2nd anniversary, 25% on 3rd anniversary and 25% on 4th anniversary.

Remarks:

This sale transacted to realize capital lose for tax purposes.

	By: Cliff E. Spencer, Attorney in Fact	12/16/2008
	** 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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