FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

ROOKE PAUL A 		2. Issuer Name and Ticker or Trading Symbol

LEXMARK INTERNATIONAL INC /KY/ [ LXK ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman and CEO
(Last)          (First)          (Middle)

ONE LEXMARK CENTRE DRIVE, 740 WEST NEW CIRCLE ROAD 		3. Date of Earliest Transaction (MM/DD/YYYY)

11/29/2016
(Street)

LEXINGTON, KY 40550
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Class A Common Stock   11/29/2016     D    156836.0000   D $0   (1) 0.0000   D    
Class A Common Stock   11/29/2016     D    669.4280   D $0   (1) 0.0000   I   By 401(k)  
Class A Common Stock   11/29/2016     D    267070.0000   D $0   (1) 0.0000   I   By Trust  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Deferred Stock Units     (2) 11/29/2016     D         58703.0000      (2)   (2) Class A Common Stock   58703.0000     (2) 0.0000   D    
Employee Stock Option   $33.2600   11/29/2016     D         46000.0000   (3)   2/20/2009   (3) 2/20/2018   Class A Common Stock   46000.0000     (3) 0.0000   D    
Employee Stock Option   $63.1100   11/29/2016     D         45000.0000   (4)   2/21/2008   (4) 2/21/2017   Class A Common Stock   45000.0000     (4) 0.0000   D    
Employee Stock Option   $17.1200   11/29/2016     D         172000.0000   (5)   5/15/2011   (5) 5/15/2019   Class A Common Stock   172000.0000     (5) 0.0000   D    
Employee Stock Option   $42.2100   11/29/2016     D         25000.0000   (6)   7/26/2008   (6) 7/26/2017   Class A Common Stock   25000.0000     (6) 0.0000   D    
Employee Stock Option   $37.7100   11/29/2016     D         60000.0000   (7)   10/26/2011   (7) 10/26/2020   Class A Common Stock   60000.0000     (7) 0.0000   D    

Explanation of Responses:
( 1)  Represents shares of Class A Common Stock and restricted stock units, including associated dividend equivalent units, disposed of pursuant to the agreement and plan of merger (the "Merger Agreement") by and among the issuer, Ninestar Holdings Company Limited, Ninestar Group Company Limited, Ninestar Lexmark Company Limited and Apex Technology Co., Ltd. in exchange for $40.50 cash per share, without interest and less any applicable withholding taxes.
( 2)  Represents deferred stock units, including associated dividend equivalent units, disposed of pursuant to the Merger Agreement in exchange for $40.50 cash per share, without interest and less any applicable withholding taxes.
( 3)  Pursuant to the Merger Agreement, this option, which vested and became exercisable in three approximately equal annual installments (34%, 33% and 33%) commencing on February 20, 2009, was cancelled in exchange for a cash payment equal to the product of (a) the total number of shares of common stock subject to that option, multiplied by (b) the excess of $40.50 over the exercise price of such option, without interest and less any applicable withholding taxes.
( 4)  Pursuant to the Merger Agreement, this option, which vested and became exercisable in three approximately equal annual installments (34%, 34% and 33%), commencing on February 21, 2008, was cancelled without payment because the exercise price of the option exceeded the merger consideration of $40.50 per share.
( 5)  Pursuant to the Merger Agreement, this option, which vested and became exercisable 34% on May 15, 2011, 33% on May 15, 2013 and 33% on May 15, 2015, was cancelled in exchange for a cash payment equal to the product of (a) the total number of shares of common stock subject to that option, multiplied by (b) the excess of $40.50 over the exercise price of such option, without interest and less any applicable withholding taxes.
( 6)  Pursuant to the Merger Agreement, this option, which vested and became exercisable in three approximately equal annual installments (34%, 34% and 33%), commencing on July 26, 2008, was cancelled without payment because the exercise price of the option exceeded the merger consideration of $40.50 per share.
( 7)  Pursuant to the Merger Agreement, this option, which vested and became exercisable in four equal annual installments commencing on October 26, 2011, was cancelled in exchange for a cash payment equal to the product of (a) the total number of shares of common stock subject to that option, multiplied by (b) the excess of $40.50 over the exercise price of such option, without interest and less any applicable withholding taxes.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ROOKE PAUL A
ONE LEXMARK CENTRE DRIVE
740 WEST NEW CIRCLE ROAD
LEXINGTON, KY 40550 		X
Chairman and CEO

Signatures
/s/ Ian C. Lofwall, Attorney-in-Fact 12/1/2016
** 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 control number.
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