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^*

PAULSON & CO INC

(Last)

(First)

(Middle)

1251 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10020

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Delphi Automotive PLC [ DLPH ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/02/2012

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)
Common Stock	05/02/2012		S		347,776	D	$30.71	13,399,802	D⁽¹⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock	05/02/2012		S		37,423	D	$30.71	2,842,129	D⁽²⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock	05/02/2012		S		43,792	D	$30.71	3,702,660	D⁽³⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock	05/02/2012		S		202,527	D	$30.71	10,659,361	D⁽⁴⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock	05/02/2012		S		2,883	D	$30.71	1,066,613	D⁽⁵⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock	05/02/2012		S		10,097	D	$30.71	1,169,386	I	See⁽⁶⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock	05/02/2012		S		197,624	D	$30.71	2,555,642	D⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock	05/03/2012		S		62,096	D	$30.53	13,337,706	D⁽¹⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock	05/03/2012		S		35,796	D	$30.53	10,623,565	D⁽⁴⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock	05/03/2012		S		6,682	D	$30.53	2,835,447	D⁽²⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock	05/03/2012		S		515	D	$30.53	1,066,098	D⁽⁵⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock	05/03/2012		S		7,820	D	$30.53	3,694,840	D⁽³⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock	05/03/2012		S		1,804	D	$30.53	1,167,582	I	See⁽⁶⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock	05/03/2012		S		35,287	D	$30.53	2,520,355	D⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock	05/04/2012		S		100,000	D	$30.1	2,420,355	D⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾

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)

1. Name and Address of Reporting Person^*

PAULSON & CO INC

(Last)

(First)

(Middle)

1251 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10020

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

PAULSON PARTNERS ENHANCED L.P.

(Last)

(First)

(Middle)

1251 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10020

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Paulson International Ltd.

(Last)

(First)

(Middle)

C/O MAPLES CORPORATE SERVICES LIMITED

P.O. BOX 309, UGLAND HOUSE, S. CHURCH ST

(Street)

GRAND CAYMAN

KY1-1104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Paulson Advantage Master Ltd.

(Last)

(First)

(Middle)

C/O MAPLES CORPORATE SERVICES LIMITED

P.O. BOX 309, UGLAND HOUSE, S. CHURCH ST

(Street)

GRAND CAYMAN

KY1-1104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Paulson Advantage Plus Master Ltd.

(Last)

(First)

(Middle)

C/O MAPLES CORPORATE SERVICES LIMITED

P.O. BOX 309, UGLAND HOUSE, S. CHURCH ST

(Street)

GRAND CAYMAN

KY1-1104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Paulson John

(Last)

(First)

(Middle)

1251 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10020

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

PAULSON PARTNERS LP

(Last)

(First)

(Middle)

1251 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10020

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

PAULSON ENHANCED LTD

(Last)

(First)

(Middle)

C/O MAPLES CORPORATE SERVICES LIMITED

P.O. BOX 309, UGLAND HOUSE, S. CHURCH ST

(Street)

GRAND CAYMAN

KY1-1104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Reflects the securities of the issuer owned directly by Paulson Credit Opportunities Master Ltd. ("Credit Master").

2. Reflects the securities of the issuer owned directly by Paulson Partners Enhanced, L.P. ("Enhanced LP").

3. Reflects the securities of the issuer owned directly by Paulson International Ltd. ("International").

4. Reflects the securities of the issuer owned directly by Paulson Enhanced Ltd. ("Enhanced Ltd.").

5. Reflects the securities of the issuer owned directly by Paulson Partners L.P. ("Paulson Partners").

6. Reflects the securities held in accounts managed separately (the "Separately Managed Accounts") by Paulson & Co. Inc. ("Paulson").

7. Reflects the securities of the issuer owned directly by Paulson Recovery Master Fund Ltd. ("Recovery Master").

8. Paulson is an investment advisor registered under the Investment Advisors Act of 1940. Paulson is the investment manager of Recovery Master, Enhanced LP, Enhanced Ltd., Paulson Partners, International, Paulson Advantage Master Ltd. ("Advantage Master"), Credit Master and Paulson Advantage Plus Master Ltd. ("Advantage Plus Master," and collectively, the "Funds") and securities held in the Separately Managed Accounts. Paulson is also the controlling person of Paulson Advisers LLC, the managing general partner of each of Paulson Partners and Enhanced L.P. John Paulson is the controlling person of Paulson.

9. Additionally, Advantage Master directly owns 614,057 shares of common stock of the Issuer and Advantage Plus Master directly owns 1,004,686 shares of common stock.

10. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Act"), the filing of this Form 4 shall not be deemed an admission by any of the persons reporting on this Form 4 that he or it, for purposes of Section 16 of the Act or otherwise is the beneficial owner of any equity securities covered by this Form.

Remarks:

	Stuart L. Merzer, General Counsel and Chief Compliance Officer of Paulson & Co. Inc.	05/04/2012
	** 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.