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^*

Marchuk Neil Edward

(Last)

(First)

(Middle)

12001 TECH CENTER DRIVE

(Street)

LIVONIA

48150

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TRW AUTOMOTIVE HOLDINGS CORP [ TRW ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive V.P. Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2010

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)
Common Stock	11/16/2010		M		16,000⁽¹⁾	A	$26.61	67,710	D
Common Stock	11/16/2010		M		19,000⁽¹⁾	A	$30.54	86,710	D
Common Stock	11/16/2010		M		14,666⁽¹⁾	A	$24.38	101,376	D
Common Stock	11/15/2010		S		49,666⁽²⁾	D	$48.26	51,710⁽³⁾	D
Common Stock								5,158.716	I	By 401(k) Plan

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)
Employee Stock Option (right to buy)	$26.61	11/16/2010		M			16,000	⁽⁴⁾	02/27/2014	Common Stock	16,000	$0.00	0	D
Employee Stock Option (right to buy)	$30.54	11/16/2010		M			19,000	⁽⁵⁾	02/27/2015	Common Stock	19,000	$0.00	0	D
Employee Stock Option (right to buy)	$24.38	11/16/2010		M			14,666	⁽⁶⁾	02/26/2016	Common Stock	14,666	$0.00	7,334	D

Explanation of Responses:

1. The shares of the common stock obtained by the reporting person in the reported exercise are being sold in a secondary offering of the Issuer's common stock pursuant to an Underwriting Agreement dated November 15, 2010.

2. The shares of the common stock reported as disposed of in the above table are being sold in a secondary offering of the Issuer's common stock pursuant to an Underwriting Agreement dated November 15, 2010.

3. Upon the closing of the secondary offering pursuant to the Underwriting Agreement dated November 15, 2010 and following the transactions reported herein, the reporting person will beneficially own 51,710 shares of the Issuer's common stock directly.

4. The option vested and became exercisable in three equal installments on February 27, 2007, 2008 and 2009.

5. The option vested and became exercisable in three equal installments on February 27, 2008, 2009 and 2010.

6. The option vests and becomes exercisable in three equal installments on February 26, 2009, 2010 and 2011; the portion of the option that was exercised in the transaction reported vested and became exercisable on February 26, 2009 and 2010.

Remarks:

	/s/ Sheri Roberts By Power of Attorney	11/17/2010
	** 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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