SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Manley Michael Mark

(Last)

(First)

(Middle)

C/O CHRYSLER GROUP LLC

1000 CHRYSLER DRIVE

(Street)

AUBURN HILLS

48326

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/26/2011

3. Issuer Name and Ticker or Trading Symbol
Chrysler Group LLC [ NONE ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP-Int. & Head of Jeep Brand

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Class A Membership Interests	12,350	$0	D
Restricted Stock Units	⁽¹⁾⁽³⁾	⁽¹⁾⁽³⁾	Class A Membership Interests	3,881	$0	D
Restricted Stock Units	⁽¹⁾⁽⁴⁾	⁽¹⁾⁽⁴⁾	Class A Membership Interests	34,296	$0	D
Deferred Phantom Shares	⁽⁵⁾⁽⁶⁾	⁽⁵⁾⁽⁶⁾	Class A Membership Interests	8,233.5	$0	D
Deferred Phantom Shares	⁽⁵⁾⁽⁷⁾	⁽⁵⁾⁽⁷⁾	Class A Membership Interests	8,233.5	$0	D
Deferred Phantom Shares	⁽⁵⁾⁽⁸⁾	⁽⁵⁾⁽⁸⁾	Class A Membership Interests	4,117	$0	D
Deferred Phantom Shares	⁽⁵⁾⁽⁹⁾	⁽⁵⁾⁽⁹⁾	Class A Membership Interests	4,117	$0	D
Deferred Phantom Shares	⁽⁵⁾⁽¹⁰⁾	⁽⁵⁾⁽¹⁰⁾	Class A Membership Interests	4,117	$0	D
Deferred Phantom Shares	⁽⁵⁾⁽¹¹⁾	⁽⁵⁾⁽¹¹⁾	Class A Membership Interests	14,819	$0	D
Deferred Phantom Shares	⁽⁵⁾⁽¹²⁾	⁽⁵⁾⁽¹²⁾	Class A Membership Interests	6,792.2	$0	D
Deferred Phantom Shares	⁽⁵⁾⁽¹³⁾	⁽⁵⁾⁽¹³⁾	Class A Membership Interests	6,792.2	$0	D
Deferred Phantom Shares	⁽⁵⁾⁽¹⁴⁾	⁽⁵⁾⁽¹⁴⁾	Class A Membership Interests	3,783.6	$0	D
Deferred Phantom Shares	⁽⁵⁾⁽¹⁵⁾	⁽⁵⁾⁽¹⁵⁾	Class A Membership Interests	3,783.6	$0	D
Deferred Phantom Shares	⁽⁵⁾⁽¹⁶⁾	⁽⁵⁾⁽¹⁶⁾	Class A Membership Interests	3,783.6	$0	D
Deferred Phantom Shares	⁽⁵⁾⁽¹⁷⁾	⁽⁵⁾⁽¹⁷⁾	Class A Membership Interests	3,783.6	$0	D
Deferred Phantom Shares	⁽⁵⁾⁽¹⁸⁾	⁽⁵⁾⁽¹⁸⁾	Class A Membership Interests	3,783.6	$0	D
Deferred Phantom Shares	⁽⁵⁾⁽¹⁹⁾	⁽⁵⁾⁽¹⁹⁾	Class A Membership Interests	3,783.6	$0	D
Deferred Phantom Shares	⁽⁵⁾⁽²⁰⁾	⁽⁵⁾⁽²⁰⁾	Class A Membership Interests	1,418.2	$0	D
Deferred Phantom Shares	⁽⁵⁾⁽²¹⁾	⁽⁵⁾⁽²¹⁾	Class A Membership Interests	1,418.2	$0	D
Deferred Phantom Shares	⁽⁵⁾⁽²²⁾	⁽⁵⁾⁽²²⁾	Class A Membership Interests	1,418.2	$0	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a unit ("Chrysler Group Unit") equal to 1/600th of the value of a Class A Membership Interest of Chrysler Group LLC (the "Company") on a fully diluted basis after conversion of the Company's Class B Membership Interests pursuant to the terms of the Company's Limited Liability Company Operating Agreement ("LLC Operating Agreement"), assuming that the Class B member's ownership interest does not increase as a result of the occurrence of the Class B Events (as defined in the LLC Operating Agreement). Payment of vested RSUs will be made in cash prior to a Chrysler Group IPO (as defined in the LLC Operating Agreement) and, on and after a Chrysler Group IPO, in cash or shares of the Company's publicly traded stock in the Company's sole discretion.

2. These RSUs were granted on November 12, 2009 and will vest on the third anniversary of the date of grant, subject to the terms and conditions of the 2009 Restricted Stock Unit Plan. Payment of these RSUs will be made on the later of (i) the calendar year after the year in which vesting occurs, and (ii) when at least 25% of the Company's obligations under Treasury Regulation 31 CFR 30.1 (Q-1) (the "TARP Obligations") has been repaid.

3. These RSUs were granted on March 12, 2010 and will vest on the third anniversary of the date of grant, subject to the terms and conditions of the 2009 Restricted Stock Plan. Payment of these RSUs will be made on the later of (i) the calendar year in which vesting occurs, and (ii) when at least 25% of the Company's TARP Obligations has been repaid.

4. These RSUs were granted on January 20, 2011 and will vest on the third anniversary of the date of grant, subject to the terms and conditions of the 2009 Restricted Stock Plan. Payment of these RSUs will be made no later than March 15, 2015, unless payment must be delayed to comply with standards related to executive compensation and corporate governance for financial institutions receiving financial assistance under TARP.

5. Each Deferred Phantom Share ("DPS") represents a Chrysler Group Unit and is fully vested upon grant. Payments of DPSs will be made in cash in three equal installments at the end of each quarter in which the second, third and fourth anniversaries of the monthly grant occur. Each installment may be made one year earlier than scheduled if the Company's TARP obligations have been repaid.

6. Granted on November 30, 2009.

7. Granted on December 31, 2009.

8. Granted on January 31, 2010.

9. Granted on February 28, 2010.

10. Granted on March 31, 2010.

11. Granted on April 30, 2010.

12. Granted on May 31, 2010.

13. Granted on June 30, 2010.

14. Granted on July 31, 2010.

15. Granted on August 31, 2010.

16. Granted on September 30, 2010.

17. Granted on October 31, 2010.

18. Granted on November 30, 2010.

19. Granted on December 31, 2010.

20. Granted on January 31, 2011.

21. Granted on February 28, 2011.

22. Granted on March 31, 2011.

Remarks:

Exhibit List Exhibit 24: Power of Attorney

	/s/ Rajesh N. Choudhary, attorney-in-fact	04/26/2011
	** 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 5 (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.