0001209191-15-055521.txt : 20150622 0001209191-15-055521.hdr.sgml : 20150622 20150622214444 ACCESSION NUMBER: 0001209191-15-055521 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20150618 FILED AS OF DATE: 20150622 DATE AS OF CHANGE: 20150622 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: 15945977 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: 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: 15945978 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: 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: 15945974 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 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: 15945979 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: RBS INVESTMENT MANAGEMENT, L.L.C. CENTRAL INDEX KEY: 0001249797 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13107 FILM NUMBER: 15945975 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: RBS INVESTMENT MANAGEMENT LLC DATE OF NAME CHANGE: 20040120 FORMER NAME: FORMER CONFORMED NAME: RSB INVESTMENT MANAGEMENT LLC DATE OF NAME CHANGE: 20030628 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ESL INSTITUTIONAL PARTNERS, L.P. CENTRAL INDEX KEY: 0001249801 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13107 FILM NUMBER: 15945976 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 INSTITUTIONAL PARTNERS LP DATE OF NAME CHANGE: 20030628 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 2015-06-18 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 0001249801 ESL INSTITUTIONAL PARTNERS, L.P. 1170 KANE CONCOURSE, SUITE 200 BAY HARBOR ISLANDS FL 33154 0 0 1 0 0001249797 RBS INVESTMENT MANAGEMENT, L.L.C. 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 2015-06-18 4 S 0 93972 63.64 D 12435739 D Common Stock, par value $0.01 per share 2015-06-18 4 S 0 39 63.64 D 4040 I See Footnotes Common Stock, par value $0.01 per share 2015-06-18 4 S 0 98859 63.64 D 7426394 I See Footnotes Common Stock, par value $0.01 per share 2015-06-19 4 S 0 292218 63.03 D 12143521 D Common Stock, par value $0.01 per share 2015-06-19 4 S 0 92 63.03 D 3948 I See Footnotes Common Stock, par value $0.01 per share 2015-06-19 4 S 0 157716 63.03 D 7268678 I See Footnotes Common Stock, par value $0.01 per share 2015-06-22 4 J 0 3948 0.00 D 0 I See Footnotes Common Stock, par value $0.01 per share 780 I See Footnotes Common Stock, par value $0.01 per share 2015-06-22 4 J 0 780 0.00 D 0 I See Footnotes Common Stock, par value $0.01 per share 2015-06-22 4 S 0 61454 63.14 D 12084345 D Common Stock, par value $0.01 per share 2015-06-22 4 S 0 48158 63.14 D 7220520 I See Footnotes This price represents the approximate weighted average price per share of common stock of AutoNation, Inc. (the "Issuer"), par value $0.01 per share (each, a "Share"), of sales that were executed at prices ranging from $63.55 to $63.75 per Share. The reporting persons undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price. This statement is jointly filed by and on behalf of each of Edward S. Lampert, ESL Partners, L.P. ("Partners"), RBS Partners, L.P. ("RBS"), ESL Institutional Partners, L.P. ("Institutional"), RBS Investment Management, L.L.C. ("RBSIM") and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners and Institutional 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. RBSIM is the general partner of, and may be deemed to beneficially own securities owned by, Institutional. ESL is the general partner of RBS and the manager of RBSIM. ESL may be deemed to beneficially own securities owned by RBS and RBSIM. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain 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 Institutional. Represents shares directly beneficially owned by Partners. This price represents the approximate weighted average price per Share of the Issuer of sales that were executed at prices ranging from $63.00 to $63.12 per Share. The reporting persons undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price. Represents Shares that were distributed by Institutional on a pro rata basis to its partners (the "Institutional Distribution"). As a result of the Institutional Distribution, Institutional will no longer be a reporting person. Represents Shares received by RBSIM from Institutional as a result of the Institutional Distribution. The acquisition of Shares by RBSIM in the Institutional 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 RBSIM in the Institutional Distribution from Section 16 of the Exchange Act. Represents Shares that were distributed by RBSIM on a pro rata basis to Mr. Lampert (the "RBSIM Distribution" and, together with the Institutional Distribution, the "Distributions"). This price represents the approximate weighted average price per Share of the Issuer of sales that were executed at prices ranging from $63.00 to $63.28 per Share. The reporting persons undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price. Includes Shares received by Mr. Lampert from both Institutional and RBSIM as a result of the Distributions. The acquisition of Shares by Mr. Lampert in the Distributions 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 Mr. Lampert in the Institutional Distribution from Section 16 of the Exchange Act. 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 2015-06-22 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 2015-06-22 RBS PARTNERS, L.P., By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 2015-06-22 ESL INSTITUTIONAL PARTNERS, L.P., By: RBS Investment Management, L.L.C., Its: General Partner, By: ESL Investments, Inc., Its: Manager, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 2015-06-22 RBS INVESTMENT MANAGEMENT, L.L.C., By: ESL Investments, Inc., Its: Manager, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 2015-06-22 ESL INVESTMENTS, INC., By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 2015-06-22 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     June 18, 2015
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   Form filed by More than One Reporting Person
Filing:

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:    June 22, 2015


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     June 18, 2015
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   Form filed by More than One Reporting Person
Filing:

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

                            By:      /s/ Edward S. Lampert
                                     ---------------------
                            Name:    Edward S. Lampert
                            Title:   Chief Executive Officer
                            Date:    June 22, 2015


3.   ESL INSTITUTIONAL PARTNERS, L.P.

Item                        Information

Name:                       ESL Institutional Partners, L.P.

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

Designated Filer:           Edward S. Lampert

Date of Event Requiring     June 18, 2015
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   Form filed by More than One Reporting Person
Filing:

Signature:                  By:      RBS Investment Management, L.L.C.
                            Its:     General Partner

                            By:      ESL Investments, Inc.
                            Its:     Manager

                            By:      /s/ Edward S. Lampert
                                     ---------------------
                            Name:    Edward S. Lampert
                            Title:   Chief Executive Officer
                            Date:    June 22, 2015



4.   RBS INVESTMENT MANAGEMENT, L.L.C.

Item                        Information

Name:                       RBS Investment Management, L.L.C.

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

Designated Filer:           Edward S. Lampert

Date of Event Requiring     June 18, 2015
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   Form filed by More than One Reporting Person
Filing:

Signature:                  By:      ESL Investments, Inc.
                            Its:     Manager

                            By:      /s/ Edward S. Lampert
                                     ---------------------
                            Name:    Edward S. Lampert
                            Title:   Chief Executive Officer
                            Date:    June 22, 2015



5.   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     June 18, 2015
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   Form filed by More than One Reporting Person
Filing:

Signature:
                            By:      /s/ Edward S. Lampert
                                     ---------------------
                            Name:    Edward S. Lampert
                            Title:   Chief Executive Officer
                            Date:    June 22, 2015

EX-99.2 3 attachment2.htm EX-99.2 DOCUMENT
                                                                    EXHIBIT 99.2

                             JOINT FILING AGREEMENT

                                  June 22, 2015

        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: June 22, 2015            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 INSTITUTIONAL PARTNERS, L.P.

                                       By:     RBS Investment Management, L.L.C.
                                       Its:    General Partner

                                       By:     ESL Investments, Inc.
                                       Its:    Manager

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


                                       RBS INVESTMENT MANAGEMENT, L.L.C.

                                       By:     ESL Investments, Inc.
                                       Its:    Manager

                                       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