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^*

Clarke Mike

(Last)

(First)

(Middle)

C/O DELPHI TECHNOLOGIES PLC

1 ANGEL COURT, 10TH FLOOR

(Street)

LONDON

EC2R 7HJ

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Delphi Technologies PLC [ DLPH ]

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 *

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2020

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)
Ordinary Shares	02/28/2020		X⁽¹⁾		30	A	$0.00	12,344	D
Ordinary Shares	02/28/2020		X⁽²⁾		830	A	$0.00	13,174	D
Ordinary Shares	02/28/2020		X⁽²⁾		830	A	$0.00	14,004	D
Ordinary Shares	02/28/2020		X⁽²⁾		2,716	A	$0.00	16,720	D
Ordinary Shares	02/28/2020		A⁽³⁾		2,127	A	$0.00	18,847	D
Ordinary Shares	02/28/2020		F⁽⁴⁾		3,650	D	$0.00	15,197	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)
Dividend Equivalent Rights	⁽⁵⁾	02/28/2020		X			30	⁽⁵⁾	⁽⁵⁾	Ordinary Shares	30	$0.00	30	D
Restricted Share Units	⁽⁶⁾	02/28/2020		X			830	⁽⁶⁾	⁽⁶⁾	Ordinary Shares	830	$0.00	830	D
Restricted Share Units	⁽⁷⁾	02/28/2020		X			830	⁽⁷⁾	⁽⁷⁾	Ordinary Shares	830	$0.00	830	D
Restricted Share Units	⁽⁸⁾	02/28/2020		X			2,716	⁽⁸⁾	⁽⁸⁾	Ordinary Shares	2,716	$0.00	5,432	D
Restricted Share Units	⁽⁹⁾	02/28/2020		A		11,263		⁽⁹⁾	⁽⁹⁾	Ordinary Shares	11,263	$0.00	11,263	D

Explanation of Responses:

1. Represents the acquisition of ordinary shares upon the disposition of dividend equivalent rights reported in Table 2.

2. Represents the acquisition of ordinary shares upon the disposition of restricted share units reported in Table 2.

3. Ordinary shares received upon settlement of performance based awards granted pursuant to an approved employee incentive plan the value and issuance of which was conditioned on the Issuer achieving certain operating and financial performance targets over the 2017 through 2019 fiscal year period.

4. Represents ordinary shares being withheld to pay tax liability incident to the vesting of time-based restricted stock units and settlement of dividend equivalent rights previously granted pursuant to an approved employee incentive plan.

5. Reflects settlement of dividend equivalent rights in connection with the vesting of restricted share units. The rights accrued when and as dividends were paid on the Issuer's ordinary shares and vested proportionately with the restricted share units to which they related. Each dividend equivalent right is the economic equivalent of one ordinary share.

6. Reflects settlement of a portion of restricted share units awarded to the reporting person as a one-time special grant pursuant to Rule 16b-3, each of which represents the right to receive one ordinary share of the Issuer (but which may be settled in cash in certain circumstances). The remaining award vests on February 28, 2021.

7. Reflects settlement of a portion of restricted share units awarded to the reporting person as an annual grant pursuant to Rule 16b-3, each of which represents the right to receive one ordinary share of the Issuer (but which may be settled in cash in certain circumstances). The remaining award vests on February 28, 2021.

8. Reflects settlement of a portion of restricted share units awarded to the reporting person as an annual grant pursuant to Rule 16b-3, each of which represents the right to receive one ordinary share of the Issuer (but which may be settled in cash in certain circumstances). The remaining award vests in two equal installments on February 28, 2021 and February 28, 2022.

9. Reflects the annual grant of restricted share units awarded to the reporting person pursuant to Rule 16b-3, each of which represents the right to receive one ordinary share of the Issuer (but which may be settled in cash in certain circumstances). The award vests in three equal installments on each of February 28, 2021, February 28, 2022 and February 28, 2023.

Remarks:

*and Chief Human Resources Officer

	/s/ James D. Harrington, Attorney-in-Fact for Mike Clarke	03/03/2020
	** 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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