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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

ROOKE PAUL A

(Last)

(First)

(Middle)

ONE LEXMARK CENTRE DRIVE

740 WEST NEW CIRCLE ROAD

(Street)

LEXINGTON

40550

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LEXMARK INTERNATIONAL INC /KY/ [ LXK ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2011

4. 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 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)
Class A Common Stock	02/22/2011		F⁽¹⁾		100	D	$38.162	84,455	D
Class A Common Stock	02/22/2011		F⁽¹⁾		100	D	$38.1601	84,355	D
Class A Common Stock	02/22/2011		F⁽¹⁾		100	D	$38.1439	84,255	D
Class A Common Stock	02/22/2011		F⁽¹⁾		100	D	$37.3517	84,155	D
Class A Common Stock	02/22/2011		F⁽¹⁾		100	D	$37.3512	84,055	D
Class A Common Stock	02/22/2011		F⁽¹⁾		212	D	$38.16	83,843	D
Class A Common Stock	02/22/2011		F⁽¹⁾		400	D	$38.141	83,443	D
Class A Common Stock	02/22/2011		F⁽¹⁾		886	D	$37.354	82,557	D
Class A Common Stock	02/22/2011		F⁽¹⁾		1,001	D	$38.15	81,556	D
Class A Common Stock	02/22/2011		F⁽¹⁾		1,400	D	$38.161	80,156⁽²⁾	D
Class A Common Stock								552.204	I	By 401(k)
Class A Common Stock								66,837⁽³⁾	I	By Trust

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)

Explanation of Responses:

1. Represents shares sold in payment of tax liability, fees and commissions in connection with the vesting and settlement of 9,333 restricted stock units (RSUs) on February 20, 2011 and 3,000 RSUs on February 22, 2011.

2. 72,222 of these securities are RSUs which were granted to the Reporting Person as follows: (i) 3,000 RSUs granted on February 22, 2006, which will vest and settle on February 22, 2012; (ii) 9,405 RSUs granted on December 17, 2007, which will vest and settle on December 17, 2011; (iii) 18,117 RSUs granted on February 20, 2009 - 9,058 of which will vest and settle on February 20, 2012 and 9,059 of which will vest and settle on February 20, 2013; (iv) 19,700 RSUs granted on February 23, 2010 - 6,698 of which vest and settle on February 24, 2012 and 6,501 of which will vest and settle on each of February 24, 2013 and February 24, 2014; and (v) 22,000 RSUs granted on October 26, 2010 - 7,480 of which vest and settle on October 26, 2012 and 7,260 of which will vest and settle on each of October 26, 2013 and October 26, 2014.

3. Reflects the transfer of 18,340 shares that were previously reported by the Reporting Person as directly beneficially owned to a personal trust account.

	/s/ Ian C. Lofwall, Attorney-in-Fact	02/24/2011
	** 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).
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.