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^*

SMITH O BRUTON

(Last)

(First)

(Middle)

C/O SONIC AUTOMOTIVE, INC.

5401 EAST INDEPENDENCE BOULEVARD

(Street)

CHARLOTTE

28212

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SONIC AUTOMOTIVE INC [ SAH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/28/2012

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)

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)
Class B Common Stock	⁽⁵⁾	12/28/2012		G	V		0⁽¹⁾	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	0⁽¹⁾	⁽¹⁾	8,881,250	I	by Holdings and SFC⁽²⁾
Class B Common Stock	⁽⁵⁾	12/28/2012		J			0⁽³⁾	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	0⁽³⁾	⁽³⁾	8,881,250	I	by Holdings and SFC⁽²⁾
Class B Common Stock	⁽⁵⁾	12/28/2012		J			0⁽⁴⁾	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	0⁽⁴⁾	⁽⁴⁾	8,881,250	I	by Holdings and SFC⁽²⁾
Class B Common Stock	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Class A Common Stock	2,171,250		2,171,250	D
Class B Common Stock	⁽⁵⁾	12/31/2012		G	V		0⁽⁶⁾	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	0⁽⁶⁾	⁽⁶⁾	8,881,250	I	by Holdings and SFC⁽²⁾
Class B Common Stock	⁽⁵⁾	01/02/2013		G	V		0⁽⁶⁾	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	0⁽⁶⁾	⁽⁶⁾	8,881,250	I	by Holdings and SFC⁽²⁾

Explanation of Responses:

1. The reporting person gifted a 3.1685% interest in OBS Holdings, LLC, a North Carolina limited liability company ("Holdings"), to O. Bruton Smith Family Irrevocable Trust dated December 11, 2012 (the "Trust"), the beneficiaries of which are Mr. Smith's children and lineal descendants. The reporting person is the sole manager and a member of Holdings.

2. Reflects securities held by Holdings and Sonic Financial Corporation ("SFC"). The reporting person is the chief executive officer and majority shareholder of SFC. SFC owns directly 8,881,250 shares of Sonic Automotive, Inc.'s Class B Common Stock. The reporting person disclaims beneficial ownership of shares held by SFC and interests in Holdings, except to the extent of his pecuniary interest therein.

3. The reporting person sold an 11.8819% interest in Holdings to OBS Family, LLC, a North Carolina limited liability company ("Family"). The reporting person is the sole manager of Family. Family is owned equally by each of the reporting person's children.

4. The reporting person sold an 11.8315% interest in Holdings to the Trust.

5. Shares of Sonic Automotive, Inc.'s Class B Common Stock are convertible into shares of Sonic Automotive, Inc.'s Class A Common Stock on a 1-for-1 basis at the option of the reporting person and there is no expiration date.

6. The reporting person gifted a less than 1% interest in SFC to each of his four children.

	/s/ O. Bruton Smith	01/02/2013
	** 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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