SEC Filing | Lear Corporation

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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^*

Simoncini Matthew

(Last)

(First)

(Middle)

21557 TELEGRAPH ROAD

(Street)

SOUTHFIELD

48034

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/24/2005

3. Issuer Name and Ticker or Trading Symbol
LEAR CORP [ LEA ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP of Global Finance

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)

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)
Restricted Stock Units	⁽¹⁾	⁽¹⁾	Common Stock	3,368.39	⁽²⁾	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Common Stock	2,553.32	⁽²⁾	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock	2,618.49	⁽²⁾	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	2,800	⁽²⁾	D
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	5,050	⁽²⁾	D
Restricted Stock Units	⁽⁷⁾	⁽⁷⁾	Common Stock	2,310	⁽²⁾	D
Stock Appreciation Right	⁽⁸⁾	12/02/2012	Common Stock	14,070	27.53	D
Option (Right to Buy)	06/14/2005	06/14/2012	Common Stock	7,500	41.83	D

Explanation of Responses:

1. The restricted stock units were accrued under the Lear Corporation Management Stock Purchase Plan pursuant to a deferred compensation election. Generally, units settle approximately three years from the date of grant; however, a participant may elect to defer settlement of units beyond three years. Mr. Simoncini has not, as of the date of this filing, elected to defer settlement of his 2003 units beyond 2006.

2. 1-for-1

3. The restricted stock units were accrued under the Lear Corporation Management Stock Purchase Plan pursuant to a deferred compensation election. Generally, units settle approximately three years from the date of grant; however, a participant may elect to defer settlement of units beyond three years. Mr. Simoncini has not, as of the date of this filing, elected to defer settlement of his 2004 units beyond 2007.

4. The restricted stock units were accrued under the Lear Corporation Management Stock Purchase Plan pursuant to a deferred compensation election. Generally, units settle approximately three years from the date of grant; however, a participant may elect to defer settlement of units beyond three years. Mr. Simoncini has not, as of the date of this filing, elected to defer settlement of his 2005 units beyond 2008.

5. The restricted stock units were granted on November 13, 2003 under the Lear Corporation Long-Term Stock Incentive Plan. One-half of the units vest and settle three years from the date of grant, and one-half of the units vest and settle five years from the date of grant.

6. The restricted stock units were granted on November 11, 2004 under the Lear Corporation Long-Term Stock Incentive Plan. One-half of the units vest and settle three years from the date of grant, and one-half of the units vest and settle five years from the date of grant.

7. The restricted stock units were granted on December 2, 2005 under the Lear Corporation Long-Term Stock Incentive Plan. One-half of the units vest and settle two years from the date of grant, and one-half of the units vest and settle four years from the date of grant.

8. The Stock Appreciation Rights (SARs) were granted under the Long-Term Stock Incentive Plan and have a term of 7 years from the date of grant. One-third of the SARs vest on each of the first three anniversaries of the grant date.

Remarks:

	/s/ Karen Rosbury, as attorney-in-fact	03/03/2005
	** 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

	Know all men by these presents, that the

undersigned hereby constitutes and appoints each of Daniel A. Ninivaggi,

Daniel G. Gordon,  Laurie M. Harlow, Karen M. Rosbury, Bruce A. Toth,

Elizabeth A. Nemeth, Erik B. Lundgren, Maria C. Guiao and Mary Mooney

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 Lear

Corporation (the "Company"), (i) Forms 3, 4, 5 in accordance with Section

16(a) of the Securities Exchange Act of 1934, as amended, and the rules

thereunder, and (ii) Forms 144 in accordance with the Securities Act of

1933, as amended, and the rules thereunder;

2.	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, 5 or Form 144
and
timely file such form with the United States Securities and Exchange

Commission and any stock exchange or similar authority; and


3.	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 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 of the Securities Act of
1933.


This Power of Attorney shall remain in full force and effect
until the
undersigned is no longer required to file Forms 3, 4, 5 and
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.

IN
WITNESS WHEREOF, the undersigned has caused
this Power of Attorney to be
executed as of this 23rd day of February,
2006.

/S/ Matthew Simoncini

________________________
Matthew
Simoncini

STATE OF MICHIGAN

COUNTY OF WAYNE

	On
this 23rd day of February, 2006, Matthew
Simoncini personally appeared
before me, and acknowledged that he executed
the foregoing instrument for
the purposes therein contained.

	IN
WITNESS WHEREOF, I have
hereunto set my hand and official seal.


/S/ Karen M.
Rosbury
_____________________________________________

Karen M.
Rosbury, Notary Public
Wayne County, MI acting in Oakland
County, MI

My Commission Expires: 04/15/2012