SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

PLANT JOHN C

(Last)

(First)

(Middle)

12025 TECH CENTER DRIVE

(Street)

LIVONIA

48150

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/02/2004

3. Issuer Name and Ticker or Trading Symbol
TRW AUTOMOTIVE HOLDINGS CORP [ TRW ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	200,000	I	Shares held by Plant, LLC

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee stock option (right to buy)	⁽¹⁾	02/28/2013	Common Stock	1,590,000	⁽²⁾	D
Employee stock option (right to buy)	⁽³⁾	02/28/2013	Common Stock	360,000	⁽⁴⁾	I	By Trust⁽⁵⁾
Employee stock option (right to buy)	⁽⁶⁾	04/29/2013	Common Stock	50,000	⁽⁷⁾	D
Employee stock option (right to buy)	⁽⁸⁾	12/01/2013	Common Stock	300,000	⁽⁹⁾	D

Explanation of Responses:

1. Option becomes exercisable with respect to 39,000 shares on February 28, 2004, with respect to 381,000 of the shares on February 28, 2005, and with respect to 390,000 shares each on February 28, 2006, 2007 and 2008.

2. 775,000 of such shares at an exercise price equal to $10.00 per share, 620,000 of such shares at an exercise price of $20.00 per share and 195,000 of such shares at an exercise price of $30.00 per share.

3. This option became exercisable with respect to 351,000 shares on November 7, 2003, with the remaining 9,000 shares becoming exercisable on February 28, 2005.

4. 200,000 of such shares are at an exercise price of $10.00 per share and 160,000 of such shares are at an exercise price of $20.00 per share.

5. Shares held by the John Plant Grantor-Retained Annuity Trust-2003 Number 2, John Plant, Trustee.

6. The option becomes exercisable in five equal annual installments on April 29, 2004, 2005, 2006, 2007 and 2008.

7. Fifty-percent (50%) of such shares at an exercise price equal to $10.00 per share, forty percent (40%) of such shares at an exercise price of $20.00 per share and ten percent (10%) of such shares at an exercise price of $30.00 per share.

8. The option becomes exercisable in five equal annual installments on December 1, 2004, 2005, 2006, 2007 and 2008.

9. Fifty-percent (50%) of such shares at an exercise price equal to $13.00 per share, forty percent (40%) of such shares at an exercise price of $16.25 per share and ten percent (10%) of such shares at an exercise price of $30.00 per share.

Remarks:

	/s/ John C. Plant	02/02/2004
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.