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* FIAT S P A (Last) (First) (Middle) 250 VIA NIZZA (Street) TORINO L6 10126 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Chrysler Group LLC [ NONE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 07/21/2011
	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)
			Code	V	Amount	(A) or (D)	Price
Class A LLC Membership Interests	07/21/2011		P		24,615	A	(2)	285,840	I	Held directly by Fiat North America LLC(1)
Class A LLC Membership Interests	07/21/2011		P		98,461	A	(3)	384,301	I	Held directly by Fiat North America LLC(1)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option under Equity Recapture Agreement(4)	(5)	07/21/2011		P		1		(6)	12/31/2018	Class A Member-ship Interests	676,924	$75,000,000	1	I	Held directly by Fiat North America LLC(1)

1. Name and Address of Reporting Person* FIAT S P A (Last) (First) (Middle) 250 VIA NIZZA (Street) TORINO L6 10126 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Fiat Group Automobiles S.p.A. (Last) (First) (Middle) CORSO AGNELLI 200 (Street) TORINO L6 10135 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Fiat North America LLC (Last) (First) (Middle) 7 TIMES SQUARE TOWER SUITE 4306 (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The securities are owned by Fiat North America LLC, which is a wholly-owned subsidiary of Fiat Group Automobiles S.p.A., which is a wholly-owned subsidiary of Fiat S.p.A. Fiat Group Automobiles S.p.A. and Fiat S.p.A. are indirect beneficial owners of the reported securities.

2. The securities were acquired for an aggregate purchase price of $125,000,000.

3. The securities were acquired for an aggregate purchase price of $500,000,000.

4. Option under the Equity Recapture Agreement, dated June 10, 2009, by and among The U.S. Department Of The Treasury (or its successors or transferees), UAW Retiree Medical Benefits Trust ("VEBA"), and the VEBA holding companies identified therein to acquire all 676,924 Class A LLC Membership Interest (the "Interests") in Chrysler Group LLC (the "Issuer") acquired by the VEBA on June 10, 2009 and not previously disposed of. In addition, to the extent that VEBA receives aggregate proceeds in respect of the Interests that exceed $4,250 million, increasing at a rate equal to 9% per annum compounded annually from January 1, 2010, calculated on an actual days elapsed basis (the "Threshold Amount"), then the VEBA is obligated to transfer to the holder of the option (i) an amount in cash equal to the aggregate proceeds, if any, received by VEBA in respect of the Interests in excess of the Threshold Amount and (ii) all remaining Interests held by the VEBA.

5. The exercise price is equal to the Threshold Amount less amounts previously received by VEBA in respect of the Interests.

6. The right to acquire the Interests (to the extent not previously disposed) can be exercised at any time, subject to the limitations set forth in the Issuer's Limited Liability Company Operating Agreement.

Remarks:

Each of Fiat S.p.A., Fiat Group Automobiles S.p.A. and Fiat North America LLC is a director by deputization.

	By: /s/ Rajesh N. Choudhary Attorney-in-Fact	07/22/2011
	** Signature of Reporting Person	Date
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