UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
AutoNation, Inc.
(Name of Issuer)
Common Stock, Par Value $0.01
(Title of Class of Securities)
05329W102
(CUSIP Number)
Laurie Smiley, Esq.
Arian Colachis, Esq.
2365 Carillon Point
Kirkland, WA 98033
(425) 889-7900
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)
November 8, 2011
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.q
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 05329W102 | |||||
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Names of Reporting Persons | |||
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Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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SEC Use Only | |||
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Source of Funds (See Instructions) | |||
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e) o | |||
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6. |
Citizenship or Place of Organization | |||
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Number of |
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Sole Voting Power | |||
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8. |
Shared Voting Power | ||||
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9. |
Sole Dispositive Power | ||||
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10. |
Shared Dispositive Power | ||||
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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12. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
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13. |
Percent of Class Represented by Amount in Row (9) | |||
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14. |
Type of Reporting Person (See Instructions) | |||
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(1) All shares of Common Stock held by Cascade Investment, L.L.C. (Cascade) may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade.
CUSIP No. 05329W102 | |||||
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1. |
Names of Reporting Persons | |||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3. |
SEC Use Only | |||
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4. |
Source of Funds (See Instructions) | |||
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e) o | |||
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6. |
Citizenship or Place of Organization | |||
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Number of |
7. |
Sole Voting Power | |||
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8. |
Shared Voting Power | ||||
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9. |
Sole Dispositive Power | ||||
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10. |
Shared Dispositive Power | ||||
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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12. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
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13. |
Percent of Class Represented by Amount in Row (9) | |||
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14. |
Type of Reporting Person (See Instructions) | |||
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(1)For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all shares of Common Stock beneficially owned by Bill & Melinda Gates Foundation Trust (the Trust) may be deemed to be beneficially owned by William H. Gates III and Melinda French Gates as Co-Trustees of the Trust.
CUSIP No. 05329W102 | |||||
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1. |
Names of Reporting Persons | |||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3. |
SEC Use Only | |||
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4. |
Source of Funds (See Instructions) | |||
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e) o | |||
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6. |
Citizenship or Place of Organization | |||
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Number of |
7. |
Sole Voting Power | |||
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8. |
Shared Voting Power | ||||
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9. |
Sole Dispositive Power | ||||
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10. |
Shared Dispositive Power | ||||
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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12. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
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13. |
Percent of Class Represented by Amount in Row (9) | |||
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14. |
Type of Reporting Person (See Instructions) | |||
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(1)For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all shares of Common Stock beneficially owned by Bill & Melinda Gates Foundation Trust (the Trust) may be deemed to be beneficially owned by William H. Gates III and Melinda French Gates as Co-Trustees of the Trust.
CUSIP No. 05329W102 | |||||
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1. |
Names of Reporting Persons | |||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3. |
SEC Use Only | |||
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4. |
Source of Funds (See Instructions) | |||
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e) o | |||
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6. |
Citizenship or Place of Organization | |||
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Number of |
7. |
Sole Voting Power | |||
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8. |
Shared Voting Power | ||||
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9. |
Sole Dispositive Power | ||||
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10. |
Shared Dispositive Power | ||||
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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12. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
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13. |
Percent of Class Represented by Amount in Row (9) | |||
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14. |
Type of Reporting Person (See Instructions) | |||
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(1)All shares of Common Stock held by Cascade Investment, L.L.C. (Cascade) may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade.
(2)For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all shares of Common Stock beneficially owned by Bill & Melinda Gates Foundation Trust (the Trust) may be deemed to be beneficially owned by William H. Gates III and Melinda French Gates as Co-Trustees of the Trust.
EXPLANATORY STATEMENT
This Amendment No. 7 to Schedule 13D (Amendment) relates to the Common Stock, Par Value $0.01 per share (the Common Stock) of AutoNation, Inc. (the Issuer). Cascade Investment, L.L.C. (Cascade), Bill & Melinda Gates Foundation Trust (the Trust), William H. Gates III and Melinda French Gates (collectively, the Reporting Persons), jointly file this Amendment to amend and supplement the Items set forth below of the Reporting Persons Schedule 13D previously filed with the Securities and Exchange Commission on February 5, 2009, as amended on February 6, 2009, February 24, 2010, July 23, 2010, August 17, 2010, February 2, 2011 and November 4, 2011. Neither the present filing nor anything contained herein shall be construed as an admission that the Reporting Persons constitute a group for any purpose and the Reporting Persons expressly disclaim membership in a group.
Item 5. Interest in Securities of the Issuer
(a) See items 11 and 13 of the cover pages to this Schedule 13D for the aggregate number and percentage of Common Stock beneficially owned by each of the Reporting Persons.
(b) See items 7 through 10 of the cover pages to this Schedule 13D for the number and percentage of Common Stock beneficially owned by each of the Reporting Persons as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, and sole or shared power to dispose or to direct the disposition.
(c) During the period November 4, 2011 through November 11, 2011, the Trust sold 3,196,486 shares of Common Stock for cash in open market transactions on the dates and at the weighted-average sale price per share set forth in Exhibit 99.1, attached hereto and incorporated herein by reference.
(d) None.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits
Exhibit 99.1 Transactions by the Trust
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: November 11, 2011 |
CASCADE INVESTMENT, L.L.C.(1) | ||||
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By |
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Name: |
Alan Heuberger(2) | ||
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Title: |
Attorney-in-fact for Michael Larson, | ||
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Business Manager | |||
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BILL & MELINDA GATES FOUNDATION TRUST(1) | ||||
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By |
* |
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Name: |
Alan Heuberger (3) | ||
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Title: |
Attorney-in-fact for each of the Co- | ||
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WILLIAM H. GATES III(1) | ||||
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By |
* |
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Name: |
Alan Heuberger(3)(4) | ||
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Title: |
Attorney-in-fact | ||
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MELINDA FRENCH GATES(1) | ||||
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By |
* |
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Name: |
Alan Heuberger (3) | ||
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Title: |
Attorney-in-fact | ||
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*By: |
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/s/Alan Heuberger |
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Alan Heuberger | |||
(1)This Amendment is being filed jointly by the Reporting Persons pursuant to the Joint Filing Agreement dated February 5, 2009 and included with the signature page to the Reporting Persons Schedule 13D filed with respect to the Issuer on February 5, 2009, SEC File No. 005-40342 and incorporated by reference herein.
(2)Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger attorney-in-fact, dated August 12, 2008, by and on behalf of Michael Larson, filed as Exhibit 99.1 to Amendment No. 1 to Cascades Schedule 13D with respect to Otter Tail Corporation on April 15, 2009, SEC File No. 005-06638 and incorporated by reference herein.
(3)Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger attorney-in-fact, dated August 12, 2008, by and on behalf of William H. Gates III and Melinda French Gates as Co Trustees, filed as Exhibit 99.5 to Cascades Schedule 13D with respect to Grupo Televisa, S.A.B. on May 7, 2009, SEC File No. 005-60431 and incorporated by reference herein.
(4)Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger attorney-in-fact, dated August 12, 2008, by and on behalf of William H. Gates III, filed as Exhibit 99.2 to Amendment No. 1 to Cascades Schedule 13D with respect to Otter Tail Corporation on April 15, 2009, SEC File No. 005-06638 and incorporated by reference herein.
Exhibit 99.1
The table below specifies the date, amount and weighted average price per share sold by Bill & Melinda Gates Foundation Trust (the Trust) during the period November 4, 2011 through November 11, 2011. The Trust undertakes to provide upon request by the staff of the Securities and Exchange Commission full information regarding the number of shares sold at each separate price. All transactions were effected in the open market on the New York Stock Exchange or through Electronic Communication Networks.
Date of Transaction |
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Number of Shares of Common |
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Weighted Average |
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Range of Price per Share |
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11/4/2011 |
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617,833 |
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$36.5668 |
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$36.40 - $37.01 |
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11/7/2011 |
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250,000 |
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$36.0241 |
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$35.85 - $36.62 |
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11/8/2011 |
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782,423 |
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$35.7266 |
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$35.25 - $36.155 |
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11/8/2011 |
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50,597 |
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$36.3048 |
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$36.25 - $36.33 |
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11/9/2011 |
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499,500 |
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$34.1354 |
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$33.77 - $34.74 |
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11/9/2011 |
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500 |
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$34.7860 |
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$34.77 - $34.82 |
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11/10/2011 |
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410,393 |
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$33.5373 |
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$33.38 - $34.37 |
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11/10/2011 |
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4,505 |
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$34.5205 |
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$34.39 - $34.66 |
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11/11/2011 |
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580,735 |
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$34.0979 |
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$33.55 - 34.40 |
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