DEVINE JOHN M 4

4 · DANA HOLDING CORP · Filed Nov 2, 2010

Form 4

Period: 2010-10-31

DirectorExecutive Chairman

Transactions

Exercise/Conversion
Common Stock, par value $0.01
2010-10-31+83,333→ 282,005 total
Tax Payment
Common Stock, par value $0.01
2010-10-31$14.17/sh−32,396$459,051→ 249,609 total
Exercise/Conversion
Restricted Stock Units
2010-10-31−83,333→ 83,334 total
From: 2009-10-31→ Common Stock, par value $0.01 (83,333 underlying)
Award
Common Stock, par value $0.01
2010-10-31+83,333→ 198,672 total
Tax Payment
Common Stock, par value $0.01
2010-10-31$14.17/sh−32,396$459,051→ 217,213 total

Footnotes (7)

[F1]Performance shares previously reported and granted pursuant to the Dana Holding Corporation 2008 Omnibus Incentive Plan.
[F2]Represents shares withheld to satisfy tax obligations upon vesting of performance shares.
[F3]Represents the total number of shares of common stock withheld for the Reporting Person's tax obligation.
[F4]Restricted stock units previously reported and granted pursuant to the Dana Holding Corporation 2008 Omnibus Incentive Plan.
[F5]Each restricted stock unit granted represents the right to receive one share of Dana common stock or, at the election of Dana, cash equal to the market value per share. Each restricted stock unit contains dividend equivalent rights.
[F6]Vesting of restricted stock units previously reported and granted to the Reporting Person on October 31, 2008.
[F7]Restricted stock units vest in three (3) equal annual installments beginning on the first anniversary of the grant.

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