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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Roelli Nicholas Jon

(Last)

(First)

(Middle)

21557 TELEGRAPH ROAD

(Street)

SOUTHFIELD

48033

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/16/2024

3. Issuer Name and Ticker or Trading Symbol
LEAR CORP [ LEA ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP & President, E-Systems

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)

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)
Restricted Stock Units	⁽¹⁾	⁽¹⁾	Common Stock	282	⁽²⁾	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Common Stock	541	⁽²⁾	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock	613	⁽²⁾	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	531	⁽²⁾	D
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	414	⁽²⁾	D
Restricted Stock Units	⁽⁷⁾	⁽⁷⁾	Common Stock	243	⁽²⁾	D
Restricted Stock Units	⁽⁸⁾	⁽⁸⁾	Common Stock	682	⁽²⁾	D
Restricted Stock Units	⁽⁹⁾	⁽⁹⁾	Common Stock	855	⁽²⁾	D
Restricted Stock Units	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	1,149	⁽²⁾	D
Restricted Stock Units	⁽¹¹⁾	⁽¹¹⁾	Common Stock	781	⁽²⁾	D
Restricted Stock Units	⁽¹²⁾	⁽¹²⁾	Common Stock	1,269	⁽²⁾	D

Explanation of Responses:

1. These "Career Share" restricted stock units ("RSUs") were granted on November 20, 2017 and vested on the third anniversary of the grant date but are not converted into shares of common stock until or after age 62 or a qualifying retirement and remain subject to forfeiture for a voluntary termination prior to meeting retirement eligibility requirements.

2. Each RSU is convertible into common stock on a 1-for-1 basis.

3. These "Career Share" RSUs were granted on November 14, 2018 and vested on the third anniversary of the grant date but are not converted into shares of common stock until or after age 62 or a qualifying retirement and remain subject to forfeiture for a voluntary termination prior to meeting retirement eligibility requirements.

4. These "Career Share" RSUs were granted on November 14, 2019 and vested on the third anniversary of the grant date but are not converted into shares of common stock until or after age 62 or a qualifying retirement and remain subject to forfeiture for a voluntary termination prior to meeting retirement eligibility requirements.

5. These "Career Share" RSUs were granted on November 18, 2020 and vested on the third anniversary of the grant date but are not converted into shares of common stock until or after age 62 or a qualifying retirement and remain subject to forfeiture for a voluntary termination prior to meeting retirement eligibility requirements.

6. These "Career Share" RSUs were granted on November 17, 2021 and vest on the third anniversary of the grant date but are not converted into shares of common stock until or after age 62 or a qualifying retirement and remain subject to forfeiture for a voluntary termination prior to meeting retirement eligibility requirements.

7. These RSUs were granted on January 4, 2022, under the Lear Corporation 2019 Long-Term Stock Incentive Plan. The RSUs vest and settle in common stock on January 4, 2025.

8. These "Career Share" RSUs were granted on November 14, 2022 and vest on the third anniversary of the grant date but are not converted into shares of common stock until or after age 62 or a qualifying retirement and remain subject to forfeiture for a voluntary termination prior to meeting retirement eligibility requirements.

9. These RSUs were granted on January 3, 2023, under the Lear Corporation 2019 Long-Term Stock Incentive Plan. One-half of the RSUs vest and settle in common stock on January 4, 2025 and one-half of the stock units vest on January 4, 2026.

10. These RSUs were granted on November 7, 2023, under the Lear Corporation 2019 Long-Term Stock Incentive Plan. One-third of the RSUs vest and settle in common stock on November 7, 2024; one-third of the stock units vest and settle in common stock on November 7, 2025 and the remaining one-third of the stock units vest and settle in common stock on November 7, 2026.

11. These "Career Share" RSUs were granted on November 13, 2023 and vest on the third anniversary of the grant date but are not converted into shares of common stock until or after age 62 or a qualifying retirement and remain subject to forfeiture for a voluntary termination prior to meeting retirement eligibility requirements.

12. These RSUs were granted on January 2, 2024, under the Lear Corporation 2019 Long-Term Stock Incentive Plan. One-third of the RSUs vest and settle in common stock on January 4, 2025; one-third of the stock units vest and settle in common stock on January 4, 2026 and the remaining one-third of the stock units vest and settle in common stock on January 4, 2027.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Karen Crittenden, as Attorney-in-Fact	05/20/2024
	** 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.