Form 4 STONERIDGE INC For: May 15 Filed by: DeGaynor Jonathan B

May 17, 2018 2:36 PM EDT

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 ^*

DeGaynor Jonathan B

(Last)

(First)

(Middle)

C/O STONERIDGE, INC.

39675 MACKENZIE DRIVE, SUITE 400

(Street)

NOVI

48377

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
STONERIDGE INC [ SRI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2018

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)
Common Shares, without par value	05/15/2018		S		25,000	D	$ 29.7424 ⁽¹⁾	79,122	D
Common Shares, without par value	05/16/2018		S		5,000	A	$ 30.7087 ⁽¹⁾	74,122	D

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)
Performance Shares/Share Units	⁽²⁾							⁽²⁾	⁽²⁾	Common Shares, without par value	238,330		238,330	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. The common shares were sold in multiple transactions on May 15, 2018 at prices per share ranging from $29.52 to $29.8484 and on May 16, 2018 at prices per share ranging from $30.5401 to $30.8245. The Reporting Person undertakes to provide Stoneridge, Inc. and the SEC staff, upon request, full information on the number of common shares sold at each price within the ranges.

2. Performance Shares/Share Units were granted to the Reporting Person under the Company's Long-Term Incentive Plan in 2016, 2017 and 2018. Share Units are time-based awards and are paid on a one-for-one basis in Company common shares on the third anniversary of the date of grant if the Reporting Person remains employed by the Company on that date. Performance Shares are time-based and Company performance-based and are also paid, if earned, on a one-for-one basis in Company common shares (i) if the Reporting Person remains employed by the Company on that date, and (ii) depending on Company performance over a three year performance period.

	/s/ Robert M. Loesch, by power of attorney	05/17/2018
	** 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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