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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* EDMUNDS C COLEMAN (Last) (First) (Middle) 200 SW 1ST AVE SUITE 1600 (Street) FORT LAUDERDALE FL 33301 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol AUTONATION, INC. [ AN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) EVP, Gen Counsel & Corp Sec
	3. Date of Earliest Transaction (Month/Day/Year) 03/01/2024
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	03/01/2024		M		4,921	A	(1)	21,942	D
Common Stock, par value $0.01 per share	03/01/2024		M		3,061	A	(1)	25,003	D
Common Stock, par value $0.01 per share	03/01/2024		M		2,067	A	(1)	27,070	D
Common Stock, par value $0.01 per share	03/01/2024		M		1,361	A	(1)	28,431	D
Common Stock, par value $0.01 per share	03/01/2024		F		4,319	D	$151.98	24,112	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	03/01/2024		M			4,921	(2)	(2)	Common Stock, par value $0.01 per share	4,921	$0	0	D
Restricted Stock Units	(1)	03/01/2024		M			3,061	(3)	(3)	Common Stock, par value $0.01 per share	3,061	$0	3,061	D
Restricted Stock Units	(1)	03/01/2024		M			2,067	(4)	(4)	Common Stock, par value $0.01 per share	2,067	$0	4,135	D
Restricted Stock Units	(1)	03/01/2024		M			1,361	(5)	(5)	Common Stock, par value $0.01 per share	1,361	$0	2,720	D
Restricted Stock Units	(6)	03/01/2024		A		3,684		(6)	(6)	Common Stock, par value $0.01 per share	3,684	$0	3,684	D

Explanation of Responses:

1. The restricted stock units converted into shares of AutoNation common stock on a one-for-one basis.

2. The reporting person received a grant of 19,683 restricted stock units on March 2, 2020. The restricted stock units vested in 25% annual increments on each of March 2, 2021, March 1, 2022, March 1, 2023 and March 1, 2024.

3. The reporting person received a grant of 12,243 restricted stock units on March 1, 2021. The restricted stock units vest in 25% annual increments on each of the first four anniversaries of the grant date. Each restricted stock unit represents a contingent right to receive one share of the registrant's common stock, or at the registrant's election, the cash value thereof.

4. The reporting person received a grant of 8,269 restricted stock units on March 1, 2022. The restricted stock units vest in 25% annual increments on each of the first four anniversaries of the grant date. Each restricted stock unit represents a contingent right to receive one share of the registrant's common stock, or at the registrant's election, the cash value thereof.

5. The reporting person received a grant of 4,081 restricted stock units on March 1, 2023. The restricted stock units will vest in one-third annual increments on each of the first three anniversaries of the grant date. Each restricted stock unit represents a contingent right to receive one share of the registrant's common stock or at the registrant's election, the cash value thereof.

6. The restricted stock units were granted on March 1, 2024 and will vest in one-third annual increments on each of the first three anniversaries of the grant date. Each restricted stock unit represents a contingent right to receive one share of the registrant's common stock or at the registrant's election, the cash value thereof.

Remarks:

	/s/ C. Coleman Edmunds	03/05/2024
	** 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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