Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
CASINI VICTOR M
  2. Issuer Name and Ticker or Trading Symbol
LKQ CORP [lkq]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior VP and General Counsel
(Last)
(First)
(Middle)
C/O LKQ CORPORATION, 500 WEST MADISON STREET, SUITE 2800
3. Date of Earliest Transaction (Month/Day/Year)
01/09/2015
(Street)

CHICAGO, IL 60661
4. If Amendment, Date 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
(City)
(State)
(Zip)
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
Common Stock 12/19/2014   G V 750 D $ 0 194,445 I By Trust
Common Stock 12/23/2014   G V 50 D $ 0 194,395 I By Trust
Common Stock 01/09/2015   M   120,000 A $ 2.21 314,395 I By Trust
Common Stock 01/09/2015   M   168,000 A $ 2.0825 482,395 I By Trust
Common Stock 01/09/2015   F(1)   138,629 D $ 27.48 343,766 I By Trust
Common Stock 01/09/2015   A(2)   39,047 A $ 0 192,207 D  

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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 Underlying Securities
(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 of Derivative Security: 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
Employee stock option (right to buy)(01/14/2005 grant) $ 2.21 01/09/2015   M     120,000   (3) 01/14/2015 Common Stock 120,000 $ 0 0 D  
Employee stock option (right to buy)(01/28/2005 grant) $ 2.0825 01/09/2015   M     168,000   (3) 01/28/2015 Common Stock 168,000 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CASINI VICTOR M
C/O LKQ CORPORATION
500 WEST MADISON STREET, SUITE 2800
CHICAGO, IL 60661
      Senior VP and General Counsel  

Signatures

 /s/ Victor M. Casini   01/13/2015
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) This transaction represents shares withheld by the issuer to pay the tax withholding amount and the exercise price required upon exercise of the stock options.
(2) The transaction represents an award of restricted stock units that are subject to two vesting conditions, each of which must be satisfied: (a) time-based vesting equal to 16.67% of the number of restricted stock units subject to the award on July 14, 2015 and on each six-month anniversary of July 14, 2015; and (b) a performance-based condition of positive fully-diluted earnings per share of the Company (subject to adjustment for certain extraordinary items) for any of the first five fiscal years ending after the grant date. If and when the performance-based condition is met, all restricted stock units that had previously met the time-based vesting condition will vest immediately and the remaining restricted stock units will vest according to the remaining schedule of the time-based condition. If the performance-based condition is not met, all restricted stock units will be forfeited.
(3) The option is exercisable with respect to 10% of the number of shares subject to the option on each six-month anniversary of the grant date.

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