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^*

Mitchell Eric S

(Last)

(First)

(Middle)

833 E. MICHIGAN STREET

SUITE 1100

(Street)

MILWAUKEE

53202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Adient Ltd [ ADNT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2016

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)
Ordinary Shares	11/19/2016		F		140⁽¹⁾	D	$53.05	1,934	D
Ordinary Shares	11/18/2016		A		10,779	A	$53.05	12,056⁽²⁾	I	401(k) Savings 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)	$28.97							10/05/2014⁽³⁾	10/05/2022	Ordinary Shares	877		877⁽⁴⁾	D
Employee Stock Option (right to buy)	$45.62							10/07/2017⁽³⁾	10/07/2025	Ordinary Shares	1,483		1,483⁽⁴⁾	D
Employee Stock Option (right to buy)	$52.24							11/18/2016⁽³⁾	11/18/2024	Ordinary Shares	1,255		1,255⁽⁴⁾	D
Employee Stock Option (right to buy)	$50.31							11/19/2015⁽³⁾	11/19/2023	Ordinary Shares	1,326		1,326⁽⁴⁾	D
Employee Stock Option (right to buy)	$33.68							03/20/2014⁽³⁾	03/20/2022	Ordinary Shares	160		160⁽⁴⁾	D
Deferred Compensation - Phantom Stock Units	⁽⁵⁾							⁽⁶⁾	⁽⁶⁾	Ordinary Shares	49,776		49,776	D

Explanation of Responses:

1. Withholding of shares to cover taxes due on restricted shares that vested on 11/19/16.

2. Shares represented by Company stock fund units acquired under the Company Savings Plan based on information furnished by the Plan Administrator as of 11/18/16.

3. 50% of the options vest on the second and the remaining 50% vest on the third anniversary of the award.

4. Options acquired in connection with the completion of the spin-off pursuant to which Johnson Controls' options were converted into a proportionate number of options of Adient plc.

5. Each unit of phantom stock has the equivalend economic value of one share of Adient common stock.

6. Phantom Stock Units covered under the Adient Deferred Compensation Plan acquired with the completion of the spin-off between Johnson Controls International plc ("JCI") and Adient plc ("Adient")(the "spin-off"). The units will settle 100% in cash upon the reporting person's retirement or termination, subject to vesting requirements.

	/s/Carmen Lesperance, attorney-in-fact for Eric S. Mitchell	11/22/2016
	** 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).
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