SEC Filing | Dana Limited

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SEC FORM 3 SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Kellett James D

(Last)

(First)

(Middle)

3939 TECHNOLOGY DRIVE

(Street)

MAUMEE

43537

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/01/2018

3. Issuer Name and Ticker or Trading Symbol
DANA INC [ DAN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP & Chief Accounting Officer

5. If Amendment, Date of 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

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, par value $0.01	2,704	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Dividend Equivalent Rights	⁽¹⁾	⁽¹⁾	Common Stock, par value $0.01	231	0.0000⁽¹⁾	D
Restricted Stock Units⁽²⁾	02/15/2020⁽³⁾	⁽³⁾	Common Stock, par value $0.01	2,687	0.0000⁽⁴⁾	D
Restricted Stock Units⁽²⁾	02/15/2021⁽³⁾	⁽³⁾	Common Stock, par value $0.01	2,639	0.0000⁽⁴⁾	D
Restricted Stock Units⁽²⁾	03/23/2019⁽³⁾	⁽³⁾	Common Stock, par value $0.01	3,812	0.0000⁽⁴⁾	D

Explanation of Responses:

1. Dividend equivalent rights accrued on previously granted restricted stock units and become exercisable proportionately with the restricted stock units to which they relate. Each dividend equivalent right is the economic equivalent of one share of Dana common stock.

2. Restricted stock units granted pursuant to the Dana Incorporated 2017 Omnibus Incentive Plan.

3. Restricted stock units granted cliff vest three (3) years from date of grant.

4. Each restricted stock unit granted represents the right to receive one share of Dana common stock or, at the election of Dana, cash equal to the market value per share. Each restricted stock unit contains dividend equivalent rights.

Remarks:

kellettpoa.txt

	/s/ Robert W. Spencer, Jr. on behalf of James D. Kellett	11/01/2018
	** 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 Number.

POWER OF ATTORNEY

James D. Kellett

Know all by these presents, that the undersigned hereby constitutes and appoints
  each of
Robert W. Spencer, Jr., and Laura L. Aossey, signing singly, the undersigned's
true and
lawful attorney-in-fact to:

1. Execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of Dana Incorporated (the Company), Forms
3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act
of 1934 and the rules thereunder; a Form ID, Uniform Application for
Access Codes to File on Edgar and Form 144 with respect to the securities
of the Company beneficially owned by the undersigned in accordance
with Rule 144 under the Securities Act of 1933 (the Securities Act);

2. Execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of the Company, documents necessary
to facilitate the filing of Forms 3, 4 and 5; Form ID and Form 144;

3.  Do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Form
3, 4 or 5; Form ID or Form 144, complete and execute any amendment or amendments
  thereto, and timely file such form with the United States Securities and
Exchange Commission and any stock exchange or similar authority; and

4. Take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf
of the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority
to do and perform any and every act and thing whatsoever requisite, necessary,
or proper
to be done in the exercise of any of the rights and powers herein granted, as
fully to all
intents and all purposes as the undersigned might or could do if personally
present, with
full power of substitution or revocation, hereby ratifying and confirming all
that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or
cause to be done by virtue of this power of attorney and the rights and powers
herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving
in such capacity at the request of the undersigned, are not assuming, nor is the
  Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the
Securities Exchange Act of 1934 or Rule 144 under the Securities Act.

The undersigned agrees that each such attorney-in-fact herein may rely entirely
on
information furnished orally or in writing by the undersigned to such
attorney-in-fact. The undersigned also agrees to indemnify and hold harmless the
  Company and each such
attorney-in-fact against any losses, claims, damages or liabilities (or actions
in these
respects) that arise out of or are based upon any untrue statements or omission
of necessary
facts in the information provided by the undersigned to such attorney-in fact
for purposes
of executing, acknowledging, delivering or filing Forms 3, 4 or 5; Form ID or
Form 144 (including amendments thereto) and agrees to reimburse the Company and
such
attorney-in-fact for any legal or other expenses reasonably incurred in
connection with investigating or defending against any such loss, claim, damage,
  liability or action.

The termination of any attorney-in-fact's employment by the Company, however
caused,
shall operate as a termination of his or her powers and authorities hereunder,
but shall not
affect the powers and authorities herein granted to any other party.

This Power of Attorney shall remain in full force and effect until the
undersigned is no
longer required to file Forms 3, 4 and 5; Form ID or Form 144 with respect to
the
undersigned's holdings of and transactions in securities issued by the Company,
unless
earlier revoked by the undersigned in a signed writing delivered to the
foregoing
attorneys-in-fact at the then current mailing address of the Corporate Legal
Department
of Dana Incorporated.

All Powers of Attorney previously granted in connection with the foregoing
matters hereby
are canceled and revoked.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed and made effective as of this 19 day of October 2018.



/s/ James D. Kellett
James D. Kellett
















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