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^*

CANNON MARC G

(Last)

(First)

(Middle)

200 SW 1ST AVE

SUITE 1600

(Street)

FORT LAUDERDALE

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 & Chief Cust Exp Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2023

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, par value $0.01 per share	03/01/2023		M		5,255	A	⁽¹⁾	21,368	D
Common Stock, par value $0.01 per share	03/01/2023		M		4,921	A	⁽¹⁾	26,289	D
Common Stock, par value $0.01 per share	03/01/2023		M		1,038	A	⁽¹⁾	27,327	D
Common Stock, par value $0.01 per share	03/01/2023		M		3,935	A	⁽¹⁾	31,262	D
Common Stock, par value $0.01 per share	03/01/2023		M		2,658	A	⁽¹⁾	33,920	D
Common Stock, par value $0.01 per share	03/01/2023		F		6,841	D	$137.24	27,079	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)
Restricted Stock Units	⁽¹⁾	03/01/2023		M			5,255	⁽²⁾	⁽²⁾	Common Stock, par value $0.01 per share	5,255	$0	0	D
Restricted Stock Units	⁽¹⁾	03/01/2023		M			4,921	⁽³⁾	⁽³⁾	Common Stock, par value $0.01 per share	4,921	$0	4,921	D
Restricted Stock Units	⁽¹⁾	03/01/2023		M			1,038	⁽⁴⁾	⁽⁴⁾	Common Stock, par value $0.01 per share	1,038	$0	1,039	D
Restricted Stock Units	⁽¹⁾	03/01/2023		M			3,935	⁽⁵⁾	⁽⁵⁾	Common Stock, par value $0.01 per share	3,935	$0	7,871	D
Restricted Stock Units	⁽¹⁾	03/01/2023		M			2,658	⁽⁶⁾	⁽⁶⁾	Common Stock, par value $0.01 per share	2,658	$0	7,974	D
Restricted Stock Units	⁽¹⁾	03/01/2023		A		5,246		⁽⁷⁾	⁽⁷⁾	Common Stock, par value $0.01 per share	5,246	$0	5,246	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 21,018 restricted stock units on March 1, 2019. The restricted stock units vested in 25% annual increments on each of the first four anniversaries of March 1, 2019. Each restricted stock unit represented a contingent right to receive one share of AutoNation common stock, or at AutoNation's election, the cash value thereof.

3. The reporting person received a grant of 19,683 restricted stock units on March 2, 2020. The restricted stock units vest in 25% annual increments on each of March 2, 2021, March 1, 2022, March 1, 2023 and March 1, 2024. Each restricted stock unit represents a contingent right to receive one share of AutoNation common stock, or at AutoNation's election, the cash value thereof.

4. The reporting person received a grant of 4,153 restricted stock units on July 20, 2020. The restricted stock units vest in 25% annual increments on each of July 20, 2021, March 1, 2022, March 1, 2023 and March 1, 2024. Each restricted stock unit represents a contingent right to receive one share of AutoNation common stock, or at AutoNation's election, the cash value thereof.

5. The reporting person received a grant of 15,741 restricted stock units on March 1, 2021. The restricted stock units vest in 25% annual increments on each of the first four anniversaries of March 1, 2021. Each restricted stock unit represents a contingent right to receive one share of AutoNation common stock, or at AutoNation's election, the cash value thereof.

6. The reporting person received a grant of 10,632 restricted stock units on March 1, 2022. The restricted stock units vest in 25% annual increments on each of the first four anniversaries of March 1, 2022. Each restricted stock unit represents a contingent right to receive one share of AutoNation common stock, or at AutoNation's election, the cash value thereof.

7. The restricted stock units were granted on March 1, 2023 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, Attorney-in-Fact	03/03/2023
	** 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).
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