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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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)

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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

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.

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