Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-15-045748
Date:2015-05-19
Issuer: AUTONATION, INC. (AN)
Original Submission Date:

Reporting Person:

LAMPERT EDWARD S
1170 KANE CONCOURSE, SUITE 200
BAY HARBOR ISLANDS, FL 33154

Reporting Person:

ESL PARTNERS, L.P.
1170 KANE CONCOURSE, SUITE 200
BAY HARBOR ISLANDS, FL 33154

Reporting Person:

RBS PARTNERS, L.P.
1170 KANE CONCOURSE, SUITE 200
BAY HARBOR ISLANDS, FL 33154

Reporting Person:

ESL INSTITUTIONAL PARTNERS, L.P.
1170 KANE CONCOURSE, SUITE 200
BAY HARBOR ISLANDS, FL 33154

Reporting Person:

RBS INVESTMENT MANAGEMENT, L.L.C.
1170 KANE CONCOURSE, SUITE 200
BAY HARBOR ISLANDS, FL 33154

Reporting Person:

ESL INVESTMENTS, INC.
1170 KANE CONCOURSE, SUITE 200
BAY HARBOR ISLANDS, FL 33154

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 $0.01 PER SHARE 2015-05-19 S 11,837 d $63.08 12,839,646 f5 direct
COMMON STOCK, PAR VALUE $0.01 PER SHARE 2015-05-19 S 6 d $63.08 4,229 indirect f2,f3,f4,f5,f6
COMMON STOCK, PAR VALUE $0.01 PER SHARE 2015-05-19 S 16,974 d $63.08 7,951,186 indirect f2,f3,f4,f5,f7
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
Footnotes
IDfootnote
f1 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 $63.00 to $63.15 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.
f2 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.
f3 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.
f4 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.
f5 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.
f6 represents shares directly beneficially owned by institutional.
f7 represents shares directly beneficially owned by partners.
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