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^*

Villasana George A

(Last)

(First)

(Middle)

C/O ASBURY AUTOMOTIVE GROUP, INC.

2905 PREMIERE PARKWAY NW, 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, CLO & Secretary

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

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	03/03/2023		S		5,463	D	$240	14,152	D
Common Stock	03/03/2023		S		2,180⁽¹⁾	D	$238.16	11,972	D
Common Stock	03/03/2023		S		1,400⁽²⁾	D	$239.29	10,572	D
Common Stock	03/03/2023		S		1,720⁽³⁾	D	$240.2	8,852	D
Common Stock	03/03/2023		S		200⁽⁴⁾	D	$240.92	8,652	D
Common Stock	03/06/2023		M		1,217⁽⁵⁾	A	$0	9,869	D
Common Stock	03/06/2023		F		549⁽⁶⁾	D	$238.02	9,320	D
Common Stock	03/07/2023		S		2,202⁽⁷⁾	D	$238.01	7,118	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	⁽⁸⁾	03/06/2023		A		3,653		⁽⁸⁾	⁽⁸⁾	Common Stock	3,653	$0	3,653	D
Performance Share Units	⁽⁸⁾	03/06/2023		M			1,217	⁽⁸⁾	⁽⁸⁾	Common Stock	1,217	$238.02	2,436	D

Explanation of Responses:

1. Represents the weighted average share price of an aggregate total of 2,180 shares of Issuer's common stock sold in the price range of $237.80 to $238.59 by the reporting person. The reporting person undertakes to provide upon request by the Commission staff, the Issuer or security holder, full information regarding the number of shares sold at each separate price.

2. Represents the weighted average share price of an aggregate total of 1,400 shares of Issuer's common stock sold in the price range of $238.80 to $239.74 by the reporting person. The reporting person undertakes to provide upon request by the Commission staff, the Issuer or security holder, full information regarding the number of shares sold at each separate price.

3. Represents the weighted average share price of an aggregate total of 1,720 shares of Issuer's common stock sold in the price range of $239.80 to $240.79 by the reporting person. The reporting person undertakes to provide upon request by the Commission staff, the Issuer or security holder, full information regarding the number of shares sold at each separate price.

4. Represents the weighted average share price of an aggregate total of 200 shares of Issuer's common stock sold in the price range of $240.80 to $241.05 by the reporting person. The reporting person undertakes to provide upon request by the Commission staff, the Issuer or security holder, full information regarding the number of shares sold at each separate price.

5. Represents shares of the Issuer's common stock issued upon the vesting of performance share units granted on February 16, 2022. 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 16, 2022.

7. Represents the weighted average share price of an aggregate total of 2,202 shares of Issuer's common stock sold in the price range of $237.88 to $238.10 by the reporting person. The reporting person undertakes to provide upon request by the Commission staff, the Issuer or security holder, full information regarding the number of shares sold at each separate price.

8. Represents the vesting of performance share units upon the Issuer having met certain performance objectives, which objectives were certified as having been met on March 6, 2023. 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 16, 2022 vested upon certification of the objectives having been met, which occurred on March 6, 2023, an additional one-third vests on February 16, 2024 and the remaining one-third vests on February 16, 2025.

Remarks:

	/s/George A. Villasana	03/07/2023
	** 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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