Edgar Filing: MCCLURE CHARLES G

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 ^*

MCCLURE CHARLES G

2. Issuer Name and Ticker or Trading Symbol
ARVINMERITOR INC [ARM]

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

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chairman, CEO and President

(Last)

(First)

(Middle)

ARVINMERITOR, INC., 2135 WEST MAPLE ROAD

3. Date of Earliest Transaction (Month/Day/Year)
01/06/2011

(Street)

TROY, MI 48084-7186

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/06/2011		S		12,026 ⁽¹⁾	D	$ 21.3864 ⁽²⁾	1,022,627 ⁽³⁾	D
Common Stock								609	I	ArvinMeritor Savings Plan ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MCCLURE CHARLES G ARVINMERITOR, INC. 2135 WEST MAPLE ROAD TROY, MI 48084-7186	X		Chairman, CEO and President

Signatures

Charles G. McClure, Jr., by Barbara Novak, Attorney-in-fact		01/07/2011
^**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)	In connection with the vesting and delivery of shares of restricted stock, and pursuant to the terms of the restricted stock agreement and a Rule 10b5-1 plan, 12,026 shares were sold and the net proceeds used to pay required withholding taxes in connection with the vesting. This sale was in addition to the 49,657 of such shares sold on January 5, 2011 (and reported in a Form 4 filing made on January 6, 2011) and the net proceeds used to pay required withholding taxes in connection with the vesting.
(2)	Reflects the weighted average sales price. The actual range of prices for such transactions was $21.38 to $21.44. The filer undertakes upon request to provide full information regarding the number of shares sold at each price.
(3)	Total also includes 154,403 shares of restricted stock that are held by the issuer to implement restrictions on transfer unless and until certain conditions are met and 564,100 restricted stock units, each of which represents the right to receive one share of common stock upon the vesting date, subject to terms and conditions.
(4)	Shares purchased periodically and held in ArvinMeritor common stock funds in an employee benefit trust established under the ArvinMeritor Savings Plan, based on information furnished by the Plan Administrator as of November 30, 2010.

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