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*
KEALEY MICHAEL
(Last) (First) (Middle)
C/O DORMAN PRODUCTS, INC.
3400 EAST WALNUT STREET
(Street)
COLMAR PA 18915
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Dorman Products, Inc. [ DORM ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Commercial
3. Date of Earliest Transaction (Month/Day/Year)
05/05/2022
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)
Code V Amount (A) or (D) Price
Common Stock 05/05/2022 M 569 A $82.59 22,625 D
Common Stock 05/05/2022 M 3,904 A $72.55 26,529 D
Common Stock 05/05/2022 M 1,917 A $82.03 28,446 D
Common Stock 05/05/2022 M 4,222 A $61.68 32,688 D
Common Stock 05/05/2022 S 400 D $94.5288(1) 32,268 D
Common Stock 05/05/2022 S 400 D $95.0513(2) 31,868 D
Common Stock 05/05/2022 S 3,112 D $96.1245(3) 28,756 D
Common Stock 05/05/2022 S 6,500 D $97.379(4) 22,256 D
Common Stock 05/05/2022 S 200 D $97.8913(5) 22,056 D
Common Stock 360(6) I By 401(k)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $82.59 05/05/2022 M 569 (7) 06/08/2022 Common Stock 569 $0.00 190 D
Employee Stock Option (right to buy) $72.55 05/05/2022 M 3,904 (8) 03/07/2023 Common Stock 3,904 $0.00 1,352 D
Employee Stock Option (right to buy) $82.03 05/05/2022 M 1,917 (9) 03/06/2027 Common Stock 1,917 $0.00 713 D
EEmployee Stock Option (right to buy) $61.68 05/05/2022 M 4,222 (10) 03/02/2028 Common Stock 4,222 $0.00 4,224 D
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $93.84 to $94.76. The reporting person undertakes to provide to Dorman Products, Inc., any security holder of Dorman Products, Inc. or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $94.84 to $95.26. The reporting person undertakes to provide to Dorman Products, Inc., any security holder of Dorman Products, Inc. or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $95.86 to $96.63. The reporting person undertakes to provide to Dorman Products, Inc., any security holder of Dorman Products, Inc. or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.87 to $97.86. The reporting person undertakes to provide to Dorman Products, Inc., any security holder of Dorman Products, Inc. or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $97.8675 to $97.915. The reporting person undertakes to provide to Dorman Products, Inc., any security holder of Dorman Products, Inc. or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
6. The shares are represented by units held in a unitized stock fund through the Issuer's 401(k) Retirement Plan and Trust. The unitized stock fund of the Issuer's 401(k) Retirement Plan and Trust consists of cash and common stock in amounts that vary from time to time. As of May 5, 2022, the Reporting Person had 238 units in the Issuer's 401(k) Retirement Plan and Trust, which units consisted of 360 shares of common stock.
7. The option vested in four equal annual installments beginning on June 8, 2018, which was the first anniversary of the date of grant.
8. The option vested in four equal annual installments beginning on March 7, 2019, which was the first anniversary of the date of grant.
9. The option vests in four equal annual installments beginning on March 6, 2020, which was the first anniversary of the date of grant.
10. The option vests in four equal annual installments beginning on March 2, 2021, which was the first anniversary of the date of grant.
Remarks:
The filing of this Statement shall not be construed as an admission (a) that the person filing this Statement is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any equity securities covered by this Statement, or (b) that this Statement is legally required to be filed by such person.
/s/ Frank J. Mahr, by Power of Attorney 05/09/2022
** 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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