0000899243-21-039517.txt : 20211006 0000899243-21-039517.hdr.sgml : 20211006 20211006214541 ACCESSION NUMBER: 0000899243-21-039517 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20211004 FILED AS OF DATE: 20211006 DATE AS OF CHANGE: 20211006 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ESL PARTNERS, L.P. CENTRAL INDEX KEY: 0000923727 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13107 FILM NUMBER: 211310956 BUSINESS ADDRESS: STREET 1: 1170 KANE CONCOURSE STREET 2: SUITE 200 CITY: BAY HARBOR STATE: FL ZIP: 33154 BUSINESS PHONE: 305-702-2100 MAIL ADDRESS: STREET 1: 1170 KANE CONCOURSE STREET 2: SUITE 200 CITY: BAY HARBOR STATE: FL ZIP: 33154 FORMER NAME: FORMER CONFORMED NAME: ESL PARTNERS LP DATE OF NAME CHANGE: 19940524 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RBS PARTNERS, L.P. CENTRAL INDEX KEY: 0000860585 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13107 FILM NUMBER: 211310955 BUSINESS ADDRESS: STREET 1: 1170 KANE CONCOURSE STREET 2: SUITE 200 CITY: BAY HARBOR ISLANDS STATE: FL ZIP: 33154 BUSINESS PHONE: 305-702-2100 MAIL ADDRESS: STREET 1: 1170 KANE CONCOURSE STREET 2: SUITE 200 CITY: BAY HARBOR ISLANDS STATE: FL ZIP: 33154 FORMER NAME: FORMER CONFORMED NAME: RBS PARTNERS L P /CT DATE OF NAME CHANGE: 19990407 FORMER NAME: FORMER CONFORMED NAME: LAMPERT L P DATE OF NAME CHANGE: 19940207 FORMER NAME: FORMER CONFORMED NAME: RBS PARTNERS L P DATE OF NAME CHANGE: 19931210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LAMPERT EDWARD S CENTRAL INDEX KEY: 0001183200 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13107 FILM NUMBER: 211310957 MAIL ADDRESS: STREET 1: 1170 KANE CONCOURSE STREET 2: SUITE 200 CITY: BAY HARBOUR STATE: FL ZIP: 33154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ESL INVESTMENTS, INC. CENTRAL INDEX KEY: 0001126396 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13107 FILM NUMBER: 211310954 BUSINESS ADDRESS: STREET 1: 1170 KANE CONCOURSE STREET 2: SUITE 200 CITY: BAY HARBOR ISLANDS STATE: FL ZIP: 33154 BUSINESS PHONE: 305-702-2100 MAIL ADDRESS: STREET 1: 1170 KANE CONCOURSE STREET 2: SUITE 200 CITY: BAY HARBOR ISLANDS STATE: FL ZIP: 33154 FORMER NAME: FORMER CONFORMED NAME: ESL INVESTMENTS INC DATE OF NAME CHANGE: 20001016 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AUTONATION, INC. CENTRAL INDEX KEY: 0000350698 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 731105145 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 200 SW 1ST AVE STREET 2: SUITE 1600 CITY: FORT LAUDERDALE STATE: FL ZIP: 33301 BUSINESS PHONE: 9547696000 MAIL ADDRESS: STREET 1: 200 SW 1ST AVE STREET 2: SUITE 1600 CITY: FORT LAUDERDALE STATE: FL ZIP: 33301 FORMER COMPANY: FORMER CONFORMED NAME: AUTONATION, INC. /FL DATE OF NAME CHANGE: 20090827 FORMER COMPANY: FORMER CONFORMED NAME: AutoNation, Inc. /FL DATE OF NAME CHANGE: 20090827 FORMER COMPANY: FORMER CONFORMED NAME: AUTONATION INC /FL DATE OF NAME CHANGE: 19990407 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-10-04 0 0000350698 AUTONATION, INC. AN 0001183200 LAMPERT EDWARD S 1170 KANE CONCOURSE, SUITE 200 BAY HARBOR ISLANDS FL 33154 0 0 1 0 0000923727 ESL PARTNERS, L.P. 1170 KANE CONCOURSE, SUITE 200 BAY HARBOR ISLANDS FL 33154 0 0 1 0 0000860585 RBS PARTNERS, L.P. 1170 KANE CONCOURSE, SUITE 200 BAY HARBOR ISLANDS FL 33154 0 0 1 0 0001126396 ESL INVESTMENTS, INC. 1170 KANE CONCOURSE, SUITE 200 BAY HARBOR ISLANDS FL 33154 0 0 1 0 Common Stock, par value $0.01 per share 2021-10-04 4 J 0 877219 0.00 D 0 I See Footnotes Common Stock, par value $0.01 per share 356591 I See Footnotes Common Stock, par value $0.01 per share 2021-10-04 4 J 0 356591 0.00 D 0 I See Footnotes Common Stock, par value $0.01 per share 9626542 D Represents shares of common stock of AutoNation, Inc. (the "Issuer"), par value $0.01 per share ("Shares"), that were distributed by ESL Partners, L.P. ("Partners") on a pro rata basis to its partners (the "Partners Distribution"). As a result of the Partners Distribution, Partners will no longer be a reporting person. This statement is jointly filed by and on behalf of each of Edward S. Lampert, Partners, RBS Partners, L.P. ("RBS"), and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners and RBS are the direct beneficial owners of the securities covered by this statement. RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to beneficially own securities owned by, ESL. 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. 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. Represents Shares directly beneficially owned by Partners. Represents Shares received by RBS from Partners as a result of the Partners Distribution. The acquisition of Shares by RBS in the Partners Distribution constituted a change in the form of beneficial ownership without a change in pecuniary interest that is exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 thereunder. Rule 16a-9(a) under the Exchange Act may also exempt the acquisition of Shares by RBS in the Partners Distribution from Section 16 of the Exchange Act. Represents Shares that were distributed by RBS on a pro rata basis to its limited partners, including Mr. Lampert (the "RBS Distribution"). As a result of both the Partners Distribution and the RBS Distribution, in addition to Partners, both RBS and ESL will no longer be reporting persons. Includes 225,930 Shares received by Mr. Lampert from Partners, 1,649 Shares received by The Nicholas Floyd Lampert 2015 Trust ("The Nicholas Trust") from Partners, and 1,649 Shares received by The Nina Rose Lampert 2015 Trust (the "The Nina Trust" and, together with The Nicholas Trust, the "Trusts") from Partners, which were all received as a result of the Partners Distribution, as well as 348,288 Shares received by Mr. Lampert from RBS as a result of the RBS Distribution. Each of these acquisitions of Shares in the Partners Distribution and the RBS Distribution constituted a change in the form of beneficial ownership without a change in pecuniary interest that is exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 thereunder. Rule 16a-9(a) under the Exchange Act may also exempt each of the acquisitions of Shares in the Partners Distribution from Section 16 of the Exchange Act. Mr. Lampert may be deemed to have beneficial ownership of securities owned by the Trusts. 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 2021-10-06 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 2021-10-06 RBS PARTNERS, L.P., By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 2021-10-06 ESL INVESTMENTS, INC., By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 2021-10-06 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT 
                                                                    EXHIBIT 99.1

                            JOINT FILER INFORMATION

                           Other Reporting Person(s)

1.  ESL PARTNERS, L.P.

Item                                Information
Name:                               ESL Partners, L.P.

Address:                            1170 Kane Concourse, Suite 200, Bay Harbor
                                    Islands, FL 33154

Designated Filer:                   Edward S. Lampert

Date of Event Requiring             October 4, 2021
Statement (Month/Day/Year):

Issuer Name and Ticker or           AUTONATION, INC. [AN]
Trading Symbol:

Relationship of Reporting           10% Owner
Person(s) to Issuer:

If Amendment, Date Original         Not Applicable
Filed (Month/Day/Year):

Individual or Joint/Group Filing:   Form filed by More than One Reporting Person

Signature:                          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
                                    Date:  October 6, 2021


2.  RBS PARTNERS, L.P.

Item                                Information
Name:                               RBS Partners, L.P.

Address:                            1170 Kane Concourse, Suite 200, Bay Harbor
                                    Islands, FL 33154

Designated Filer:                   Edward S. Lampert

Date of Event Requiring             October 4, 2021
Statement (Month/Day/Year):

Issuer Name and Ticker or           AUTONATION, INC. [AN]
Trading Symbol:

Relationship of Reporting           10% Owner
Person(s) to Issuer:

If Amendment, Date Original         Not Applicable
Filed (Month/Day/Year):

Individual or Joint/Group Filing:   Form filed by More than One Reporting Person

Signature:                          By:    ESL Investments, Inc.
                                    Its:   General Partner

                                    By:    /s/ Edward S. Lampert
                                           -----------------------
                                    Name:  Edward S. Lampert
                                    Title: Chief Executive Officer
                                    Date:  October 6, 2021



3.  ESL INVESTMENTS, INC.

Item                                Information
Name:                               ESL Investments, Inc.

Address:                            1170 Kane Concourse, Suite 200, Bay Harbor
                                    Islands, FL 33154

Designated Filer:                   Edward S. Lampert

Date of Event Requiring             October 4, 2021
Statement (Month/Day/Year):

Issuer Name and Ticker or           AUTONATION, INC. [AN]
Trading Symbol:

Relationship of Reporting           10% Owner
Person(s) to Issuer:

If Amendment, Date Original         Not Applicable
Filed (Month/Day/Year):

Individual or Joint/Group Filing:   Form filed by More than One Reporting Person

Signature:                          By:    /s/ Edward S. Lampert
                                           --------------------------
                                    Name:  Edward S. Lampert
                                    Title: Chief Executive Officer
                                    Date:  October 6, 2021
EX-99.2 3 attachment2.htm EX-99.2 DOCUMENT 
                                                                    EXHIBIT 99.2


                             JOINT FILING AGREEMENT

                                October 6, 2021

      Pursuant to and in accordance with the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the rules and regulations thereunder, each
party hereto hereby agrees to the joint filing, on behalf of each of them, of
any filing required by such party under Section 13 or Section 16 of the Exchange
Act or any rule or regulation thereunder (including any amendment, restatement,
supplement, and/or exhibit thereto) with the Securities and Exchange Commission
(and, if such security is registered on a national securities exchange, also
with the exchange), and further agrees to the filing, furnishing, and/or
incorporation by reference of this agreement as an exhibit thereto. This
agreement shall remain in full force and effect until revoked by any party
hereto in a signed writing provided to each other party hereto, and then only
with respect to such revoking party.

      IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused
this agreement to be executed and effective as of the date set forth below.

       Date: October 6, 2021              EDWARD S. LAMPERT

                                          By:   /s/ Edward S. Lampert
                                                -------------------------

                                          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

                                          RBS PARTNERS, L.P.

                                          By:    ESL Investments, Inc.
                                          Its:   General Partner

                                          By:    /s/ Edward S. Lampert
                                                 -------------------------
                                          Name:  Edward S. Lampert
                                          Title: Chief Executive Officer

                                          ESL INVESTMENTS, INC.

                                          By:    /s/ Edward S. Lampert
                                                 -------------------------
                                          Name:  Edward S. Lampert
                                          Title: Chief Executive Officer