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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AUTONATION, INC. [ AN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/03/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 06/03/2014 | S | 128,465 | D | $57.8(1) | 14,263,702 | D(2)(3)(4)(5) | |||
Common Stock, par value $0.01 per share | 06/03/2014 | S | 20,597 | D | $57.8(1) | 1,735,230 | I | See Footnotes(2)(3)(4)(5)(6) | ||
Common Stock, par value $0.01 per share | 06/03/2014 | S | 16,016 | D | $57.8(1) | 1,349,264 | I | See Footnotes(2)(3)(4)(5)(7) | ||
Common Stock, par value $0.01 per share | 06/03/2014 | S | 56 | D | $57.8(1) | 4,721 | I | See Footnotes(2)(3)(4)(5)(8) | ||
Common Stock, par value $0.01 per share | 06/03/2014 | S | 148,662 | D | $57.8(1) | 9,083,287 | I | See Footnotes(2)(3)(4)(5)(9) | ||
Common Stock, par value $0.01 per share | 06/03/2014 | G | 270,364 | D | $0.00 | 13,993,338 | D(2)(3)(4)(5) | |||
Common Stock, par value $0.01 per share | 06/04/2014 | S | 131,671 | D | $57.49(10) | 13,861,667 | D(2)(3)(4)(5) | |||
Common Stock, par value $0.01 per share | 06/04/2014 | S | 15,519 | D | $57.49(10) | 1,719,711 | I | See Footnotes(2)(3)(4)(5)(6) | ||
Common Stock, par value $0.01 per share | 06/04/2014 | S | 12,067 | D | $57.49(10) | 1,337,197 | I | See Footnotes(2)(3)(4)(5)(7) | ||
Common Stock, par value $0.01 per share | 06/04/2014 | S | 42 | D | $57.49(10) | 4,679 | I | See Footnotes(2)(3)(4)(5)(8) | ||
Common Stock, par value $0.01 per share | 06/04/2014 | S | 74,712 | D | $57.49(10) | 9,008,575 | I | See Footnotes(2)(3)(4)(5)(9) | ||
Common Stock, par value $0.01 per share | 06/05/2014 | S | 57,321 | D | $57.32(11) | 13,804,346 | D(2)(3)(4)(5) | |||
Common Stock, par value $0.01 per share | 06/05/2014 | S | 7,574 | D | $57.32(11) | 1,712,137 | I | See Footnotes(2)(3)(4)(5)(6) | ||
Common Stock, par value $0.01 per share | 06/05/2014 | S | 5,889 | D | $57.32(11) | 1,331,308 | I | See Footnotes(2)(3)(4)(5)(7) | ||
Common Stock, par value $0.01 per share | 06/05/2014 | S | 21 | D | $57.32(11) | 4,658 | I | See Footnotes(2)(3)(4)(5)(8) | ||
Common Stock, par value $0.01 per share | 06/05/2014 | S | 43,408 | D | $57.32(11) | 8,965,167 | I | See Footnotes(2)(3)(4)(5)(9) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. This price represents the approximate weighted average price per share of common stock of AutoNation, Inc. (the "Issuer"), par value $0.01 per share (each, a "Share"), of sales that were executed at prices ranging from $57.70 to $57.92 per Share. The reporting persons undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price. |
2. This statement is jointly filed by and on behalf of each of Edward S. Lampert, ESL Partners, L.P. ("Partners"), SPE II Partners, LP ("SPE II"), SPE Master II, LP ("SPE Master II"), RBS Partners, L.P. ("RBS"), ESL Institutional Partners, L.P. ("Institutional"), RBS Investment Management, L.L.C. ("RBSIM") and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE II, SPE Master II and Institutional are the direct beneficial owners of the securities covered by this statement. |
3. RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE II and SPE Master II. RBSIM is the general partner of, and may be deemed to beneficially own securities owned by, Institutional. ESL is the general partner of RBS and the manager of RBSIM. ESL may be deemed to beneficially own securities owned by RBS and RBSIM. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to beneficially own securities owned by, ESL. |
4. The reporting persons state that neither the filing of this statement nor anything herein shall be deemed an admission that such persons are, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the beneficial owners of any securities covered by this statement. The reporting persons disclaim beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such persons in such securities. |
5. The reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Exchange Act. The reporting persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer. |
6. Represents shares directly beneficially owned by SPE Master II. |
7. Represents shares directly beneficially owned by SPE II. |
8. Represents shares directly beneficially owned by Institutional. |
9. Represents shares directly beneficially owned by Partners. |
10. This price represents the approximate weighted average price per Share of the Issuer of sales that were executed at prices ranging from $57.45 to $57.58 per Share. The reporting persons undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price. |
11. This price represents the approximate weighted average price per Share of the Issuer of sales that were executed at prices ranging from $57.24 to $57.44 per Share. The reporting persons undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price. |
Remarks: |
Exhibit Index Exhibit 99.1 - Joint Filer Information (filed herewith) Exhibit 99.2 - Joint Filing Agreement (filed herewith) |
EDWARD S. LAMPERT, By: /s/ Edward S. Lampert | 06/05/2014 | |
ESL PARTNERS, L.P., By: RBS Partners, L.P., Its: General Partner, By: ESL Investments, Inc., Its: General Partner , By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer | 06/05/2014 | |
SPE II PARTNERS, LP, By: RBS Partners, L.P., Its: General Partner, By: ESL Investments, Inc., Its: General Partner , By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer | 06/05/2014 | |
SPE MASTER II, LP, By: RBS Partners, L.P., Its: General Partner, By: ESL Investments, Inc., Its: General Partner , By: /s/ Edward S. Lampert , Name: Edward S. Lampert, Title: Chief Executive Officer | 06/05/2014 | |
RBS PARTNERS, L.P., By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer | 06/05/2014 | |
ESL INSTITUTIONAL PARTNERS, L.P., By: RBS Investment Management, L.L.C., Its: General Partner, By: ESL Investments, Inc., Its: Manager , By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer | 06/05/2014 | |
RBS INVESTMENT MANAGEMENT, L.L.C., By: ESL Investments, Inc., Its: Manager, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer | 06/05/2014 | |
ESL INVESTMENTS, INC., By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer | 06/05/2014 | |
** 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 Number. |