McKee Brandt 4

4 · DANA HOLDING CORP · Filed Feb 26, 2013

Form 4

Period: 2013-02-22

Director

Transactions

Exercise/Conversion
Common Stock, par value $0.01
2013-02-22+6,333→ 6,333 total
Exercise/Conversion
Dividend Equivalent Rights
2013-02-22−91→ 0 total
→ Common Stock, par value $0.01 (91 underlying)
Exercise/Conversion
Common Stock, par value $0.01
2013-02-22+91→ 6,424 total
Exercise/Conversion
Restricted Stock Units
2013-02-22−6,333→ 0 total
From: 2013-02-22→ Common Stock, par value $0.01 (6,333 underlying)

Footnotes (5)

[F1]Settlement of dividend equivalent rights in connection with the vesting of restricted stock units. The rights accrued when and as dividends were paid on Dana common stock and were exercisable proportionately with the restricted stock units to which they related. Each dividend equivalent right is an economic equivalent of one share of Dana common stock.
[F2]Dividend equivalent rights accrued on previously granted restricted stock units that have vested.
[F3]Restricted stock units previously reported and granted pursuant to the Dana Holding Corporation 2008 Omnibus Incentive Plan.
[F4]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.
[F5]Restricted stock units granted vest in full on the first anniversary date of the grant.

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