UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, D. C. 20549

______________

 

FORM 8-K

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

Date of Report: March 2, 2016 (Date of earliest event reported)

 

LITHIA MOTORS, INC.

 

(Exact name of registrant as specified in its charter)

 

 

 

 

 

   State of Oregon

  001-14733 

 

93-0572810 

 

(State or other jurisdiction of 

    incorporation)

(Commission

 File Number) 

 

(I.R.S. Employer

Identification No.) 

 

 

150 N. Bartlett St

Medford, OR 97501

(Address of principal executive offices)

 

(541) 776-6401

(Registrant's telephone number, including area code)

 

 

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

 

 

Item 8.01 Other Events.

 

On March 2, 2016, Lithia Holding Company, L.L.C. (“Holding Company”), which is managed and controlled by Sidney B. DeBoer, notified the Company that it had converted 780,000 shares of Class B Common Stock of the Company into shares of Class A Common Stock and distributed them to certain members of Holding Company in redemption of their membership interests in Holding Company. As of March 2, 2016, these transactions decreased the voting power of Holding Company to 42.4% from 52.3%, but did not result in any person acquiring voting control over the Company.

 

 
 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

LITHIA MOTORS, INC.  

 

 

Dated: March 4, 2016 

 

   
  By: /s/ Christopher S. Holzshu
    Christopher S. Holzshu
    SVP, CFO and Secretary