SEC FORM 4

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

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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^*

Isbell Jeri L

(Last)

(First)

(Middle)

ONE LEXMARK CENTRE DRIVE

740 WEST NEW CIRCLE ROAD

(Street)

LEXINGTON

40550

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LEXMARK INTERNATIONAL INC /KY/ [ LXK ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP of Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2011

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)
Class A Common Stock	02/23/2011		A		21,150⁽¹⁾	A	$0.0000	39,184	D
Class A Common Stock	02/23/2011		A		3,960⁽²⁾	A	$0.0000	43,144	D
Class A Common Stock	02/24/2011		F⁽³⁾		100	D	$37.0724	43,044	D
Class A Common Stock	02/24/2011		F⁽³⁾		276	D	$37.07	42,768	D
Class A Common Stock	02/24/2011		F⁽³⁾		2,200	D	$37.071	40,568⁽⁴⁾	D
Class A Common Stock								17,339.196	I	By 401(k)
Class A Common Stock								9,410	I	By Personal Trust
Class A Common Stock								672⁽⁵⁾	I	By Trust

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)

Explanation of Responses:

1. Represents an award to the Reporting Person of an equal number of performance-based restricted stock units (PRSUs) granted pursuant to the Issuer's stock incentive plan, as approved by the Compensation and Pension Committee of the Board of Directors on February 23, 2011. On February 23, 2010, the Reporting Person was granted an opportunity to earn up to 21,150 PRSUs, subject to the achievement of the performance measure during the 2010 performance period. The Compensation and Pension Committee reviewed and certified the business results for the PRSUs on February 23, 2011 and determined that maximum performance had been attained for the performance period. The earned PRSUs will become vested and settled as follows: 7,191 on February 24, 2011, 6,979 on February 24, 2013 and 6,980 on February 24, 2014.

2. Represents an award to the Reporting Person of an equal number of restricted stock units (RSUs) granted pursuant to the Issuer's stock incentive plan, which will vest and settle as follows: 1,346 on February 24, 2013, 1,306 on February 24, 2014, and 1,308 on February 24, 2015.

3. Represents shares sold in payment of tax liability, fees and commissions in connection with the vesting and settlement of 7,191 PRSUs on February 24, 2011.

4. 33,853 of these securities are RSUs and PRSUs which were granted to the Reporting Person as follows: (i) 6,534 RSUs granted on February 20, 2009, 3,267 of which will vest and settle on each of February 20, 2012 and February 20, 2013; (ii) 9,400 RSUs granted on February 23, 2010, 3,196 of which vest and settle on February 24, 2012 and 3,102 of which will vest and settle on each of February 24, 2013 and February 24, 2014; (iii) 13,959 PRSUs earned on February 23, 2011, 6,979 of which will vest and settle on February 24, 2013 and 6,980 of which will vest and settle on February 24, 2014; and (iv) 3,960 RSUs granted on February 23, 2011, 1,346 of which will vest and settle on February 24, 2013, 1,306 of which will vest and settle on February 24, 2014, and 1,308 of which will vest and settle on February 24, 2015.

5. Held by three individual trusts, of which the Reporting Person is the Trustee and the beneficiaries of which are her children. The Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

	/s/ Ian C. Lofwall, Attorney-in-Fact	02/25/2011
	** 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 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).
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