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^*

Maric Miran

(Last)

(First)

(Middle)

C/O ASBURY AUTOMOTIVE GROUP

2905 PREMIERE PKWY, SUITE 300

(Street)

DULUTH

30097

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ASBURY AUTOMOTIVE GROUP INC [ ABG ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Strategy & Innovation

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2023

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)
Common Stock	02/03/2023		F		103⁽¹⁾	D	$241.71	3,629	D
Common Stock	02/03/2023		M		426⁽²⁾	A	$0	4,055	D
Common Stock	02/03/2023		F		129⁽³⁾	D	$241.71	3,926	D
Common Stock	02/04/2023		F		213⁽⁴⁾	D	$243.13	3,713	D
Common Stock	02/04/2023		M		445⁽⁵⁾	A	$0	4,158	D
Common Stock	02/04/2023		F		201⁽⁶⁾	D	$243.13	3,957	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)
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)
Performance Share Units	⁽⁷⁾	02/03/2023		M			426	⁽⁷⁾	⁽⁷⁾	Common Stock	426	$0	426	D
Performance Share Units	⁽⁸⁾	02/04/2023		M			445⁽⁸⁾⁽⁹⁾	⁽⁸⁾	⁽⁸⁾	Common Stock	445⁽⁹⁾	$0	0	D

Explanation of Responses:

1. Represents the number of shares of the Issuer's common stock withheld for payment of taxes upon the vesting of restricted share units granted on February 3, 2021.

2. Represents shares of the Issuer's common stock issued upon the vesting of performance share units granted on February 3, 2021. This transaction represents the vesting of one-third of this award.

3. Represents the number of shares of the Issuer's common stock withheld for payment of taxes upon the vesting of performance share units, and the conversion of such units into shares of the Issuer's common stock, granted on February 3, 2021.

4. Represents the number of shares of the Issuer's common stock withheld for payment of taxes upon the vesting of restricted share units granted on February 4, 2020.

5. Represents shares of the Issuer's common stock issued upon the vesting of performance share units granted on February 4, 2020. This transaction represents the vesting of one-third of this award.

6. Represents the number of shares of the Issuer's common stock withheld for payment of taxes upon the vesting of performance share units, and the conversion of such units into shares of the Issuer's common stock, granted on February 4, 2020.

7. Represents vesting of performance share units upon the Issuer having met certain performance objectives, which objectives were certified as having been met on March 7, 2022. Each performance share unit converts into one share of the Issuer's common stock upon vesting. One-third of the performance share units granted on February 3, 2021 vested upon certification of the objectives having been met, which occurred on March 7, 2022, an additional one-third vested on February 3, 2023 and the remaining one-third vests on February 3, 2024.

8. Represents performance share units. Each performance share unit converts into one share of the Issuer's common stock upon vesting. One-third of the performance share units granted on February 4, 2020 vested upon certification of the objectives having been met, which occurred on March 5, 2021, an additional one-third vested on February 4, 2022 and the remaining one-third vested on February 4, 2023.

9. The reporting person's Form 3 filed on February 28, 2022 overstated the total amount of performance share units owned in column 5 by 78 shares due to an administrative error. The total amount reported in column 5 and column 7 has been updated to correct this error.

Remarks:

	/s/George A. Villasana, Attorney In-Fact	02/07/2023
	** 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.
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