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* JACKSON MICHAEL J (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) X Director 10% Owner X Officer (give title below) Other (specify below) CEO and Director
	3. Date of Earliest Transaction (Month/Day/Year) 03/01/2021
	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	03/01/2021		M		25,813	A	(1)	168,081	D
Common Stock, par value $0.01 per share	03/01/2021		M		25,452	A	(1)	193,533	D
Common Stock, par value $0.01 per share	03/01/2021		M		35,863	A	(1)	229,396	D
Common Stock, par value $0.01 per share	03/01/2021		F		32,239	D	$76.23	197,157	D
Common Stock, par value $0.01 per share	03/02/2021		M		23,421	A	(1)	220,578	D
Common Stock, par value $0.01 per share	03/02/2021		F		11,335	D	$76.15	209,243	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)	03/01/2021		M			25,813	(2)	(2)	Common Stock, par value $0.01 per share	25,813	$0	0	D
Restricted Stock Units	(1)	03/01/2021		M			25,452	(3)	(3)	Common Stock, par value $0.01 per share	25,452	$0	30,852	D
Restricted Stock Units	(1)	03/01/2021		M			35,863	(4)	(4)	Common Stock, par value $0.01 per share	35,863	$0	86,940	D
Restricted Stock Units	(1)	03/02/2021		M			23,421	(5)	(5)	Common Stock, par value $0.01 per share	23,421	$0	85,169	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 125,151 restricted stock units on March 1, 2017, subject to stockholder approval of the AutoNation, Inc. 2017 Employee Equity and Incentive Plan, which was obtained on April 19, 2017. The restricted stock units vest in 25% annual increments on each of the first four anniversaries of March 1, 2017. 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.

3. The reporting person received a grant of 123,406 restricted stock units on March 1, 2018. The restricted stock units vest in 25% annual increments on each of the first four anniversaries of March 1, 2018. 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 173,879 restricted stock units on March 1, 2019. The restricted stock units vest in 25% annual increments on each of the first four anniversaries of March 1, 2019. 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 113,558 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.

Remarks:

	/s/ C. Coleman Edmunds, Attorney-in-Fact	03/03/2021
	** 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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