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^*

ORNSTEON R JEFFREY

(Last)

(First)

(Middle)

7112 RINDGE AVE

(Street)

PIMA DEL ROY

90293

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SUPERIOR INDUSTRIES INTERNATIONAL INC [ SUP ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Ex-CFO/Ex-Director

3. Date of Earliest Transaction (Month/Day/Year)
12/28/2006

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)
Common Stock								300	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)
Stock Option (Right to Buy)	$25.88	12/28/2006		D⁽¹⁾⁽²⁾			1,250	⁽¹⁾⁽²⁾	09/24/2009	Common Stock	1,250	⁽¹⁾⁽²⁾	0.00	D
Stock Option (Right to Buy)	$26.19	12/28/2006		A⁽¹⁾⁽²⁾		1,250		⁽¹⁾⁽²⁾	09/24/2009	Common Stock	1,250	⁽¹⁾⁽²⁾	1,250	D
Stock Option (Right to Buy)	$28	12/28/2006		D⁽¹⁾⁽²⁾			2,500	⁽¹⁾⁽²⁾	09/20/2010	Common Stock	2,500	⁽¹⁾⁽²⁾	0.00	D
Stock Option (Right to Buy)	$32.25	12/28/2006		A⁽¹⁾⁽²⁾		2,500		⁽¹⁾⁽²⁾	09/20/2010	Common Stock	2,500	⁽¹⁾⁽²⁾	2,500	D
Stock Option (Right to Buy)	$29.4	12/28/2006		D⁽¹⁾⁽²⁾			5,000	⁽¹⁾⁽²⁾	09/20/2011	Common Stock	5,000	⁽¹⁾⁽²⁾	0.00	D
Stock Option (Right to Buy)	$36.87	12/28/2006		A⁽¹⁾⁽²⁾		5,000		⁽¹⁾⁽²⁾	09/20/2011	Common Stock	5,000	⁽¹⁾⁽²⁾	5,000	D
Stock Option (Right to Buy)	$36.2	12/28/2006		D⁽¹⁾⁽²⁾			5,000	⁽¹⁾⁽²⁾	10/09/2012	Common Stock	5,000	⁽¹⁾⁽²⁾	0.00	D
Stock Option (Right to Buy)	$42.75	12/28/2006		A⁽¹⁾⁽²⁾		5,000		⁽¹⁾⁽²⁾	10/09/2012	Common Stock	5,000	⁽¹⁾⁽²⁾	5,000	D
Stock Option (Right to Buy)	$42.87	12/28/2006		D⁽¹⁾⁽²⁾			10,000	⁽¹⁾⁽²⁾	12/19/2013	Common Stock	10,000	⁽¹⁾⁽²⁾	0.00	D
Stock Option (Right to Buy)	$43.22	12/28/2006		A⁽¹⁾⁽²⁾		10,000		⁽¹⁾⁽²⁾	12/19/2013	Common Stock	10,000	⁽¹⁾⁽²⁾	10,000	D
Stock Option (Right to Buy)	$17.15	12/28/2006		D⁽¹⁾⁽²⁾			25,000	⁽¹⁾⁽²⁾	08/09/2016	Common Stock	25,000	⁽¹⁾⁽²⁾	0.00	D
Stock Option (Right to Buy)	$17.56	12/28/2006		A⁽¹⁾⁽²⁾		25,000		⁽¹⁾⁽²⁾	08/09/2016	Common Stock	25,000	⁽¹⁾⁽²⁾	25,000	D

Explanation of Responses:

1. See the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2006 filed April 10, 2007, exhibits 10.45 and 10.46 for additional information. For Section 16 reporting purposes only, the increases in option exercise prices are deemed to be cancellation of the old options and the grant of replacement options. The other terms of the outstanding options (including the vesting of the options) remain unchanged.

2. The reporting person has entered into an agreement, dated December 28, 2006 (the "Agreement"), with Superior Industries International, Inc. ("the Company") to have the exercise prices of certain options granted to the reporting person reset to be equal to, and in no event less than, the fair market value of a share of the Company's common stock on the applicable accounting measurement date for the grant.

Remarks:

	By: /s/ Stephen H. Gamble as Attorney-in-Fact	11/07/2007
	** 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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