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Form Type: 4/A

SEC EDGAR Link
Acccession Number:0001144980-12-000074
Date:2012-07-17
Issuer: ASBURY AUTOMOTIVE GROUP INC (ABG)
Original Submission Date:2012-07-17

Reporting Person:

KEARNEY MICHAEL
C/O ASBURY AUTOMOTIVE GROUP, INC.
2905 PREMIERE PARKWAY NW DULUTH, GA 30097

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK, PAR VALUE $.01 PER SHARE 2012-07-17 M 18,858 a $3.64 172,522 direct
COMMON STOCK, PAR VALUE $.01 PER SHARE 2012-07-17 M 6,700 a $9.09 179,222 direct
COMMON STOCK, PAR VALUE $.01 PER SHARE 2012-07-17 S 25,558 d $26.55 153,664 direct
STOCK OPTION (EMPLOYEE RIGHT TO BUY) 2012-07-17 M 18,858 d $0.00 32,967 direct
STOCK OPTION (EMPLOYEE RIGHT TO BUY) 2012-07-17 M 6,700 d $0.00 26,634 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
COMMON STOCK, PAR VALUE $.01 PER SHARE 0.0 2012-07-17 deemed execution date M 18,858 (a) $0.00 172,522 direct
COMMON STOCK, PAR VALUE $.01 PER SHARE 0.0 2012-07-17 deemed execution date M 6,700 (a) $0.00 179,222 direct
COMMON STOCK, PAR VALUE $.01 PER SHARE 0.0 2012-07-17 deemed execution date S 25,558 (d) $0.00 153,664 direct
STOCK OPTION (EMPLOYEE RIGHT TO BUY) 3.64 2012-07-17 deemed execution date M 18,858 (d) 2019-01-29 common stock, par value $.01 per share 18,858 $3.64 32,967 direct
STOCK OPTION (EMPLOYEE RIGHT TO BUY) 9.09 2012-07-17 deemed execution date M 6,700 (d) 2019-04-29 common stock, par value $.01 per share 6,700 $9.09 26,634 direct
Footnotes
IDfootnote
f1 the form 4 filed on 7/17/2012 is hereby amended to reflect the correct grants from which options were exercised and the correct number of options from each grant benefically owned following the reported transactions. the total number of options exercised, and the number of underlying shares of common stock issued to, and sold by, the reporting person, in each case, 25,558, remains unchanged.
f2 represents the weighted average share price of an aggregate total of 25,558 shares of the issuer's common stock sold in the price range of $26.50 to $26.67 by the reporting person. the reporting person undertakes to provide upon request by the commission staff, the issuer or a security holder, full information regarding the number of shares sold at each separate price.
f3 option vested in 3 equal installments on january 29, 2010, 2011 and 2012.
f4 option vested in 3 equal installments on april 29, 2010, 2011 and 2012.