UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

TRW Automotive Holdings Corp.

(Exact Name of Registrant as Specified in Its Charter)

Delaware (State or Other Jurisdiction of Incorporation)

001-31970		81-0597059
(Commission File Number)		(IRS Employer Identification No.)
12001 Tech Center Drive, Livonia, Michigan		48150
(Address of Principal Executive Offices)		(Zip Code)

(734) 855-2600 (Registrant’s Telephone Number, Including Area Code)

Not applicable (Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

TABLE OF CONTENTS

ITEM 8.01. OTHER EVENTS.			2
SIGNATURE			3

ITEM 8.01. OTHER EVENTS.

     On March 11, 2010, John C. Plant, President and Chief Executive Officer of TRW Automotive Holdings Corp. (the “Company”), Plant LLC, a family limited liability company of which Mr. Plant is the managing member, and Joseph S. Cantie, the Company’s Executive Vice President and Chief Financial Officer, adopted pre-arranged trading plans (each, a “Plan”) designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and the Company’s policies regarding stock transactions and stock ownership guidelines. Rule 10b5-1 permits individuals who are not in possession of material, non-public information at the time the plan is adopted to establish pre-arranged plans to buy or sell company stock. Using these plans, individuals can prudently and gradually diversify their investment portfolios over an extended period of time and avoid concerns about transactions occurring at a time when they might possess material non-public information.

     The plan adopted by John C. Plant provides for the sale of up to 86,666 shares acquired through the exercise of stock options, over a period that begins on May 17, 2010 and terminates on December 31, 2010. Shares will be sold under the plan on the open market at prevailing market prices, subject to minimum price thresholds.

     The plan adopted by Plant, LLC provides for the sale of up to 120,000 shares over a period that begins on May 17, 2010 and terminates on December 31, 2010. Shares will be sold under the plan on the open market at prevailing market prices, subject to minimum price thresholds.

     The plan adopted by Joseph S. Cantie provides for the sale of up to 48,000 shares acquired through the exercise of stock options over a period that begins on May 17, 2010 and terminates on December 31, 2010. Shares will be sold under the plan on the open market at prevailing market prices, subject to minimum price thresholds.

     All sales of common stock pursuant to the Rule 10b5-1 plans described above will be disclosed publicly through Form 144 and Form 4 filings with the Securities and Exchange Commission. The Company does not undertake to report Rule 10b5-1 plans that may be adopted by any officers or directors of the Company in the future, or to report any modifications or termination of any publicly announced plan or to report any plan adopted by an employee who is not an executive officer, except to the extent required by law.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.