SEC Filing | Dana Limited

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SEC FORM 4 SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CENTERBRIDGE CAPITAL PARTNERS L P

(Last)

(First)

(Middle)

375 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DANA HOLDING CORP [ DAN ]

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

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/02/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

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

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)

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽¹⁾	08/02/2013		S			2,360,631	07/31/2008	⁽²⁾	Common Stock	⁽¹⁾	⁽³⁾	0	I	See footnotes⁽⁴⁾⁽⁸⁾⁽⁹⁾
Series A Convertible Preferred Stock	⁽¹⁾	08/02/2013		S			83,810	07/31/2008	⁽²⁾	Common Stock	⁽¹⁾	⁽³⁾	0	I	See footnotes⁽⁵⁾⁽⁸⁾⁽⁹⁾
Series A Convertible Preferred Stock	⁽¹⁾	08/02/2013		S			50,559	07/31/2008	⁽²⁾	Common Stock	⁽¹⁾	⁽³⁾	0	I	See footnotes⁽⁶⁾⁽⁸⁾⁽⁹⁾
Series A Convertible Preferred Stock	⁽¹⁾	08/02/2013		S			5,000	07/31/2008	⁽²⁾	Common Stock	⁽¹⁾	⁽³⁾	0	I	See footnotes⁽⁷⁾⁽⁸⁾⁽⁹⁾

1. Name and Address of Reporting Person^*

CENTERBRIDGE CAPITAL PARTNERS L P

(Last)

(First)

(Middle)

375 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CENTERBRIDGE CAPITAL PARTNERS STRATEGIC L P

(Last)

(First)

(Middle)

375 PARK AVENUE

12TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Centerbridge Capital Partners SBS, L.P.

(Last)

(First)

(Middle)

375 PARK AVENUE

12TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Centerbridge Capital Partners B Co-Investment, L.P.

(Last)

(First)

(Middle)

375 PARK AVENUE

12TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Centerbridge Associates, L.P.

(Last)

(First)

(Middle)

375 PARK AVENUE

12TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Centerbridge GP Investors, LLC

(Last)

(First)

(Middle)

375 PARK AVENUE

12TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Gallogly Mark T

(Last)

(First)

(Middle)

C/O CENTERBRIDGE CAPITAL PARTNERS, L.P.

375 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Aronson Jeffrey

(Last)

(First)

(Middle)

C/O CENTERBRIDGE CAPITAL PARTNERS, L.P.

375 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

Explanation of Responses:

1. The shares of common stock issuable upon conversion of 4.0% Series A Convertible Preferred Stock ("Series A Preferred Stock") is obtained by dividing the aggregate liquidation preference of such shares ($100 per share) by the then-effective conversion price ($11.93 at the date of this filing), subject to certain adjustments contained in the Issuer's Certificate of Designation of 4.0% Series A Convertible Preferred Stock and 4.0% Series B Convertible Preferred Stock.

2. No expiration date.

3. An aggregate of 2,500,000 shares of Series A Preferred Stock was repurchased by the Issuer for an aggregate purchase price of approximately $471.5 million, plus accrued and unpaid dividends through the closing date, August 2, 2013.

4. These shares of Series A Preferred Stock were held by Centerbridge Capital Partners, L.P.

5. These shares of Series A Preferred Stock were held by Centerbridge Capital Partners Strategic, L.P.

6. These shares of Series A Preferred Stock were held by Centerbridge Capital Partners SBS, L.P.

7. These shares of Series A Preferred Stock were held by Centerbridge Capital Partners B Co-Investment, L.P.

8. Centerbridge Associates, L.P. is the general partner of Centerbridge Capital Partners, L.P., Centerbridge Capital Partners Strategic, L.P., Centerbridge Capital Partners SBS, L.P. and Centerbridge Capital Partners B Co-Investment, L.P. Centerbridge GP Investors, LLC is the general partner of Centerbridge Associates, L.P. Messrs. Gallogly and Aronson are each a managing member of Centerbridge GP Investors, LLC. Each of such Centerbridge entities and Messrs. (Continued in Footnote 9)

9. Gallogly and Aronson may be deemed to beneficially own the shares of Series A Preferred Stock beneficially owned by the Centerbridge entities directly or indirectly controlled by it or them, but each disclaims beneficial ownership of all such shares of Series A Preferred Stock (other than the Centerbridge entities to the extent of their direct holdings) and this Form 4 shall not be construed as an admission that any of them (other than the Centerbridge entities to the extent of their direct holdings) is, for any or all purposes, the beneficial owner of the securities covered by this Form 4.

	CENTERBRIDGE CAPITAL PARTNERS, L.P.: By: Centerbridge Associates, L.P., its general partner, By: Centerbridge GP Investors, LLC, its general partner, By: /s/ Jeffrey A. Gelfand, Name: Jeffrey A. Gelfand, Title: Authorized Person	08/06/2013
	CENTERBRIDGE CAPITAL PARTNERS STRATEGIC, L.P., By: Centerbridge Associates, L.P., its general partner, By: Centerbridge GP Investors, LLC, its general partner, By: /s/ Jeffrey A. Gelfand, Name: Jeffrey A. Gelfand, Title: Authorized Person	08/06/2013
	CENTERBRIDGE CAPITAL PARTNERS SBS, L.P., By: Centerbridge Associates, L.P., its general partner, By: Centerbridge GP Investors, LLC, its general partner, By: /s/ Jeffrey A. Gelfand, Name: Jeffrey A. Gelfand, Title: Authorized Person	08/06/2013
	CENTERBRIDGE CAPITAL PARTNERS B CO-INVESTMENT, L.P., By: Centerbridge Associates, L.P., its general partner, By: Centerbridge GP Investors, LLC, its general partner, By: /s/ Jeffrey A. Gelfand, Name: Jeffrey A. Gelfand, Title: Authorized Person	08/06/2013
	CENTERBRIDGE ASSOCIATES, L.P., By: Centerbridge GP Investors, LLC, its general partner, By: /s/ Jeffrey A. Gelfand, Name: Jeffrey A. Gelfand, Title: Authorized Person	08/06/2013
	CENTERBRIDGE GP INVESTORS, LLC, By: /s/ Jeffrey A. Gelfand, Name: Jeffrey A. Gelfand, Title: Authorized Person	08/06/2013
	/s/ Mark T. Gallogly	08/06/2013
	/s/ Jeffrey Aronson	08/06/2013
	** 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 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).
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