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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
Holzshu Chris
  2. Issuer Name and Ticker or Trading Symbol
LITHIA MOTORS INC [LAD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Sr. Vice President & CFO
(Last)
(First)
(Middle)
150 N. BARTLETT
3. Date of Earliest Transaction (Month/Day/Year)
02/21/2014
(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 02/21/2014   M   9,370 (1) A (2) 52,160 D  
Class A Common Stock 02/21/2014   A   8,783 (3) A (2) 60,943 D  
Class A Common Stock 02/21/2014   F   3,405 (4) D $ 60.49 57,538 D  
Class A Common Stock 02/24/2014   M   10,000 A $ 5.37 67,538 D  
Class A Common Stock 02/24/2014   S   17,541 D $ 60 49,997 D  
Class A Common Stock               2,628 I By 401(k) (5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

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
Non-Qualified Stock Option (right to buy) $ 5.37 02/24/2014   M     10,000 08/11/2012 08/11/2014 Class A Common Stock 10,000 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Holzshu Chris
150 N. BARTLETT
MEDFORD, OR 97501
      Sr. Vice President & CFO  

Signatures

 Larissa McAlister, Attorney-in-Fact   02/25/2014
**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) 6,442 shares were issued in settlement of restricted stock units that were earned and vested under a long-term restricted stock unit agreement. 2,928 shares were issued in settlement of restricted stock units that were earned and vested under a performance and time restricted stock unit agreement. Restricted stock units that were earned but remain subject to time vesting under the performance and time restricted stock unit agreement are shown on the next line of Table 1 and described in footnote 4.
(2) Restricted stock units convert into Class A Common Stock on a one-for-one basis.
(3) Restricted stock units were awarded and earned but are subject to time vesting under a performance and time restricted stock unit agreement.
(4) Shares were withheld by the issuer to cover withholding taxes upon vesting of restricted stock units.
(5) Includes 12 shares acquired under the dividend reinvestment feature of Lithia Motors, Inc.'s Salary Reduction Profit Sharing Plan.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.