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Form 4 MERITOR INC For: Dec 01 Filed by: Speed Robert H.

December 5, 2016 2:40 PM EST
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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OMB Number: 3235-0287
Expires: December 31, 2014
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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 *
Speed Robert H.
(Last) (First) (Middle)
C/O MERITOR, INC.
2135 WEST MAPLE ROAD
(Street)
TROY MI 48084-7186
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MERITOR INC [ MTOR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP & Pres., Aftmkt, CPO
3. Date of Earliest Transaction (Month/Day/Year)
12/01/2016
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)
Code V Amount (A) or (D) Price
Common Stock 12/01/2016   M   17,487 A $ 0 23,226 (1) D  
Common Stock 12/01/2016   M   15,000 A $ 0 38,226 (2) D  
Common Stock 12/02/2016   S (3)   10,588 D $ 12.4439 (4) 27,638 D  
Common Stock               74,922 (5) I Meritor 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Share Units $ 0 12/01/2016   A   24,276     (6)   (6) Common Stock 24,276.00 $ 0 24,276 D  
Restricted Share Units $ 0 12/01/2016   M     17,487   (1)   (1) Common Stock 17,487.00 $ 0 0 D  
Restricted Share Units $ 0 12/01/2016   M     15,000   (2)   (2) Common Stock 15,000.00 $ 0 0 D  
Restricted Share Units $ 0               (7)   (7) Common Stock 10,154.00   10,154 D  
Restricted Share Units $ 0               (8)   (8) Common Stock 20,361.00   20,361 D  
Restricted Share Units $ 0               (9)   (9) Common Stock 1,065.00   1,065 D  
Restricted Share Units $ 0               (10)   (10) Common Stock 19,913.00   19,913 D  
Common Stock Share Equivalents $ 0               (11)   (11) Common Stock 30,185.00   30,185 (11) I Meritor Supplemental Savings Plan
Explanation of Responses:
1. Reflects vesting on December 1, 2016 of 17,487 Restricted Share Units ("RSUs").
2. Reflects vesting on December 1, 2016 of 15,000 RSUs.
3. The sales reported in this Form 4 were effected to cover tax withholding obligations upon vesting of 32,487 RSUs.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $12.24 to $12.67, inclusive. The reporting person undertakes to provide to Meritor, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
5. Shares purchased periodically and held in Company common stock funds in an employee benefit trust fund established under the Meritor, Inc. Savings Plan, based on information furnished by the plan administrator as of December 1, 2016.
6. Acquisition of RSUs as equity compensation. The date of grant of the RSUs was December 1, 2016. Each RSU represents the right to receive one share of common stock of the Company or its cash equivalent upon the vesting date, which occurs at the earlier of three years from the date of grant or upon termination of employment with the Company under certain circumstances.
7. The date of the acquisition of the RSUs was November 2, 2016 following satisfaction of the performance criteria applicable thereto. Each RSU represents the right to receive one share of common stock of the Company or its cash equivalent upon the vesting date, which occurs at the earlier of February 1, 2017 or upon termination of employment with the Company under certain circumstances.
8. The date of grant of the RSUs was December 1, 2015. Each RSU represents the right to receive one share of common stock of the Company or its cash equivalent upon the vesting date, subject to the terms and conditions in footnote 6 above.
9. The date of grant of the RSUs was August 1, 2015. Each RSU represents the right to receive one share of common stock of the Company or its cash equivalent upon the vesting date, subject to the terms and conditions in footnote 6 above.
10. The date of grant of the RSUs was December 1, 2014. Each RSU represents the right to receive one share of common stock of the Company or its cash equivalent upon the vesting date, subject to the terms and conditions described in footnote 6 above.
11. Share equivalents related to Meritor common stock held under the Meritor, Inc. Supplemental Savings Plan, based on information furnished by the plan administrator as of December 1, 2016.
/s/ Robert H. Speed, By: April Miller Boise, Attorney-in-fact 12/05/2016
** 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).
** 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.

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