Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
DEBOER SIDNEY B
   2. Issuer Name and Ticker or Trading Symbol
LITHIA MOTORS INC [LAD] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
150 N. BARTLETT STREET		 3. Date of Earliest Transaction (Month/Day/Year)
02/15/2017
(Street)

MEDFORD, OR 97501		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Class A Common Stock 02/15/2017   C   500,000 A $ 0 500,000 (1) I By The Sidney B. DeBoer Trust and Lithia Holding Company, L.L.C. (2)
Class A Common Stock 02/15/2017   J(3)   500,000 D $ 104.21 (4) 0 (5) D  
Class A Common Stock 02/15/2017   J(3)   279,106 A $ 104.21 (4) 279,106 (6) I By The Sidney B. DeBoer Trust and DeBoer Family LLC (7)
Class A Common Stock               30,077 D  
Class A Common Stock               2,349 I By wife jointly

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (8) 02/15/2017   C     500,000   (8)   (8) Class A Common Stock 500,000 $ 0 1,262,231 (9) I By The Sidney B. DeBoer Trust and Lithia Holding Company, L.L.C. (10)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DEBOER SIDNEY B
150 N. BARTLETT STREET
MEDFORD, OR 97501		   X      

Signatures

 /s/ Larissa McAlister, Attorney-In-Fact for Sidney B. DeBoer   02/17/2017
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) As permitted by instruction 4(b)(iv) to Form 4, the reporting person is reporting beneficial ownership of all of shares of Lithia Motors, Inc. Class A Common Stock owned by Lithia Holding Company, L.L.C. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
(2) The reporting person is the settlor of the Sidney B. DeBoer Trust, and the Sidney B. DeBoer Trust is revocable by the reporting person at any time at the reporting person's option. The Sidney B. DeBoer Trust is a member and the sole manager of Lithia Holding Company, L.L.C., which is the direct owner of the derivative securities shown in row 1 of column 5 of Table I.
(3) Distribution from Lithia Holding Company, L.L.C. to certain members of Lithia Holding Company, L.L.C., including DeBoer Family LLC.
(4) Lithia Holding Company, L.L.C. distributed shares of the issuer's Class A Common Stock to certain of the members of Lithia Holding Company, L.L.C., including DeBoer Family LLC. The price shown is the value of one share of the issuer's Class A Common Stock at the close of the New York Stock Exchange on February 15, 2017.
(5) Lithia Holding Company, L.L.C. distributed shares of the Issuer's Class A Common Stock to certain members of Lithia Holding Company, L.L.C., including DeBoer Family LLC. The shares distributed to DeBoer Family LLC are shown on the next row.
(6) As permitted by instruction 4(b)(iv) to Form 4, the reporting person is reporting beneficial ownership of all of shares of Lithia Motors, Inc. Class A Common Stock owned by DeBoer Family LLC. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
(7) The reporting person is the settlor of the Sidney B. DeBoer Trust, and the Sidney B. DeBoer Trust is revocable by the reporting person at any time at the reporting person's option. The Sidney B. DeBoer Trust is a member and the sole manager of DeBoer Family LLC, which is the direct owner of the securities shown in row 3 of column 5 of Table I.
(8) Class B Common Stock is immediately convertible on a one-for-one basis into Class A Common Stock and has no expiration date.
(9) As permitted by instruction 4(b)(iv) to Form 4, the reporting person is reporting beneficial ownership of all of shares of Lithia Motors, Inc. Class B Common Stock owned by Lithia Holding Company, L.L.C. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
(10) The reporting person is the settlor of the Sidney B. DeBoer Trust, and the Sidney B. DeBoer Trust is revocable by the reporting person at any time at the reporting person's option. The Sidney B. DeBoer Trust is a member and the sole manager of Lithia Holding Company, L.L.C., which is the direct owner of the derivative securities shown in column 9 of Table II.

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