UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

o

Rule 13d-1(b)

o

Rule 13d-1(c)

ý

Rule 13d-1(d)

CUSIP No.  501889 20 8

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Kevin F. Flynn

2.

Check the Appropriate Box if a Member of a Group (See Instructions) Not Applicable

(a)

o

(b)

o 

3.

SEC Use Only

4.

Citizenship or Place of Organization
U.S.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power  
1,435,706

6.

Shared Voting Power 
None

7.

Sole Dispositive Power 
1,435,706

8.

Shared Dispositive Power
None

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,435,706

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
7.0%

12.

Type of Reporting Person (See Instructions)
IN

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Kevin F. Flynn June, 1992 Non-Exempt Trust

2.

Check the Appropriate Box if a Member of a Group (See Instructions) Not Applicable

(a)

o

(b)

o 

3.

SEC Use Only

4.

Citizenship or Place of Organization
Illinois

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power 
1,435,706

6.

Shared Voting Power 
None

7.

Sole Dispositive Power 
1,435,706

8.

Shared Dispositive Power
None

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,435,706

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
7.0%

12.

Type of Reporting Person (See Instructions)
OO

Item 1.

(a)

Name of Issuer
LKQ Corporation

(b)

Address of Issuer’s Principal Executive Offices
120 North LaSalle Street, Suite 3300

Chicago, IL 60602

Item 2.

(a)

Name of Person Filing
Kevin F. Flynn (“Mr. Flynn”) and

Kevin F. Flynn June, 1992 Non-Exempt Trust (the “Trust”)

(b)

Address of Principal Business Office or, if none, Residence
c/o Flynn Enterprises

676 North Michigan Avenue, Suite 4000

Chicago, IL 60611

(c)

Citizenship
Mr. Flynn is a U.S. citizen.  The Trust is an Illinois trust.

(d)

Title of Class of Securities
Common Stock

(e)

CUSIP Number
501889 20 8

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Not applicable

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:   

The 1,435,706 shares of Common Stock beneficially owned includes 1,217,462 shares owned directly by the Trust, and 218,244 shares that Mr. Flynn has the current right to purchase pursuant to a warrant held directly by Mr. Flynn.

(b)

Percent of class:   

7.0% (based on 20,248,103 shares outstanding as of November 9, 2004, and assuming full exercise of the warrant described in Item 4(a))

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

1,435,706

(ii)

Shared power to vote or to direct the vote    

None

(iii)

Sole power to dispose or to direct the disposition of   

1,435,706

(iv)

Shared power to dispose or to direct the disposition of   

None

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

Not Applicable

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not Applicable

Item 8.

Identification and Classification of Members of the Group

Not Applicable

Item 9.

Notice of Dissolution of Group

Not Applicable

Item 10.

Certification

Not Applicable

Dated: February 8, 2005 

KEVIN F. FLYNN

By

/s/ Kevin F. Flynn

KEVIN F. FLYNN JUNE, 1992 NON-EXEMPT
TRUST

By

/s/ Kevin F. Flynn

Name: Kevin F. Flynn

Title: Trustee

Exhibit 1

Joint Filing Agreement dated February 8, 2005 by and among Kevin F. Flynn and the Kevin F. Flynn June, 1992 Non-Exempt Trust