FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Hanley Jeneanne Michelle

2. Date of Event Requiring Statement (MM/DD/YYYY)
3/1/2018 

3. Issuer Name and Ticker or Trading Symbol

LEAR CORP [LEA]

(Last)        (First)        (Middle)

21557 TELEGRAPH ROAD

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
SVP & President, E-Systems /

(Street)

SOUTHFIELD, MI 48034       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   2804   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units     (1)   (1) Common Stock   1733     (2) D    
Restricted Stock Units     (3)   (3) Common Stock   883     (2) D    
Restricted Stock Units     (4)   (4) Common Stock   793     (2) D    
Restricted Stock Units     (5)   (5) Common Stock   685     (2) D    
Restricted Stock Units     (6)   (6) Common Stock   869     (2) D    
Restricted Stock Units     (7)   (7) Common Stock   673     (2) D    
Restricted Stock Units     (8)   (8) Common Stock   789     (2) D    
Restricted Stock Units     (9)   (9) Common Stock   480     (2) D    
Restricted Stock Units     (10)   (10) Common Stock   681     (2) D    

Explanation of Responses:
(1)  These "Career Share" RSUs were granted on November 14, 2012, under the 2009 Long-Term Stock Incentive Plan. The stock units vest on the third anniversary of the grant date but are not converted into shares of common stock until or after age 62 or a qualifying retirement and remain subject to forfeiture for a voluntary termination prior to meeting retirement eligibility requirements.
(2)  Converts into common stock on a 1-for-1 basis
(3)  These "Career Share" RSUs were granted on November 13, 2013, under the 2009 Long-Term Stock Incentive Plan. The stock units vest on the third anniversary of the grant date but are not converted into shares of common stock until or after age 62 or a qualifying retirement and remain subject to forfeiture for a voluntary termination prior to meeting retirement eligibility requirements.
(4)  These "Career Share" RSUs were granted on November 19, 2014, under the 2009 Long-Term Stock Incentive Plan. The stock units vest on the third anniversary of the grant date but are not converted into shares of common stock until or after age 62 or a qualifying retirement and remain subject to forfeiture for a voluntary termination prior to meeting retirement eligibility requirements.
(5)  These "Career Share" RSUs were granted on November 18, 2015, under the 2009 Long-Term Stock Incentive Plan. The stock units vest on the third anniversary of the grant date but are not converted into shares of common stock until or after age 62 or a qualifying retirement and remain subject to forfeiture for a voluntary termination prior to meeting retirement eligibility requirements.
(6)  The restricted stock units were granted on January 4, 2016, under the Lear Corporation 2009 Long-Term Stock Incentive Plan. The stock units vest and settle in common stock on the third anniversary of the grant date.
(7)  These "Career Share" RSUs were granted on November 16, 2016, under the 2009 Long-Term Stock Incentive Plan. The stock units vest on the third anniversary of the grant date but are not converted into shares of common stock until or after age 62 or a qualifying retirement and remain subject to forfeiture for a voluntary termination prior to meeting retirement eligibility requirements.
(8)  The restricted stock units were granted on January 3, 2017, under the Lear Corporation 2009 Long-Term Stock Incentive Plan. The stock units vest and settle in common stock on the third anniversary of the grant date.
(9)  These "Career Share" RSUs were granted on November 20, 2017, under the 2009 Long-Term Stock Incentive Plan. The stock units vest on the third anniversary of the grant date but are not converted into shares of common stock until or after age 62 or a qualifying retirement and remain subject to forfeiture for a voluntary termination prior to meeting retirement eligibility requirements.
(10)  The restricted stock units were granted on January 2, 2018, under the Lear Corporation 2009 Long-Term Stock Incentive Plan. The stock units vest and settle in common stock on the third anniversary of the grant date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Hanley Jeneanne Michelle
21557 TELEGRAPH ROAD
SOUTHFIELD, MI 48034


SVP & President, E-Systems

Signatures
/s/ Karen M. Crittenden, as attorney-in-fact 3/5/2018
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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