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Form 4 AUTONATION, INC. For: May 08 Filed by: ESL INVESTMENTS, INC.

May 12, 2015 5:32 PM EDT
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 *
LAMPERT EDWARD S
(Last) (First) (Middle)
1170 KANE CONCOURSE, SUITE 200
(Street)
BAY HARBOR ISLANDS FL 33154
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AUTONATION, INC. [ AN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/08/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 05/08/2015   S   135,674 D $ 63.34 (1) 13,154,271 D (2) (3) (4) (5)  
Common Stock, par value $0.01 per share 05/08/2015   S   42 D $ 63.34 (1) 4,333 I See Footnotes (2) (3) (4) (5) (6)
Common Stock, par value $0.01 per share 05/08/2015   S   73,110 D $ 63.34 (1) 8,147,862 I See Footnotes (2) (3) (4) (5) (7)
Common Stock, par value $0.01 per share 05/11/2015   S   195,693 D $ 63.17 (8) 12,958,578 D (2) (3) (4) (5)  
Common Stock, par value $0.01 per share 05/11/2015   S   64 D $ 63.17 (8) 4,269 I See Footnotes (2) (3) (4) (5) (6)
Common Stock, par value $0.01 per share 05/11/2015   S   117,769 D $ 63.17 (8) 8,030,093 I See Footnotes (2) (3) (4) (5) (7)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. 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 $63.10 to $63.65 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. Represents shares directly beneficially owned by Institutional.
7. Represents shares directly beneficially owned by Partners.
8. This price represents the approximate weighted average price per Share of the Issuer, of sales that were executed at prices ranging from $63.01 to $63.55 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.
Remarks:
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 05/12/2015
** Signature of Reporting Person Date
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 05/12/2015
** Signature of Reporting Person Date
RBS PARTNERS, L.P., By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 05/12/2015
** Signature of Reporting Person Date
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 05/12/2015
** Signature of Reporting Person Date
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 05/12/2015
** Signature of Reporting Person Date
ESL INVESTMENTS, INC., By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 05/12/2015
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                                                    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 Statement   May 8, 2015
(Month/Day/Year):

Issuer Name and Ticker or Trading   AUTONATION, INC. [AN]
Symbol:

Relationship of Reporting Person(s) 10% Owner
to Issuer:

If Amendment, Date Original Filed   Not Applicable
(Month/Day/Year):

Individual or Joint/Group Filing:   Form filed by More than One Reporting Person

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:  May 12, 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 Statement   May 8, 2015
(Month/Day/Year):

Issuer Name and Ticker or Trading   AUTONATION, INC. [AN]
Symbol:

Relationship of Reporting Person(s) 10% Owner
to Issuer:

If Amendment, Date Original Filed   Not Applicable
(Month/Day/Year):

Individual or Joint/Group Filing:   Form filed by More than One Reporting Person

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

                                    By:    /s/ Edward S. Lampert
                                           -------------------------------------
                                    Name:  Edward S. Lampert
                                    Title: Chief Executive Officer
                                    Date:  May 12, 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 Statement   May 8, 2015
(Month/Day/Year):

Issuer Name and Ticker or Trading   AUTONATION, INC. [AN]
Symbol:

Relationship of Reporting Person(s) 10% Owner
to Issuer:

If Amendment, Date Original Filed   Not Applicable
(Month/Day/Year):

Individual or Joint/Group Filing:   Form filed by More than One Reporting Person

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:  May 12, 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 Statement   May 8, 2015
(Month/Day/Year):

Issuer Name and Ticker or Trading   AUTONATION, INC. [AN]
Symbol:

Relationship of Reporting Person(s) 10% Owner
to Issuer:

If Amendment, Date Original Filed   Not Applicable
(Month/Day/Year):

Individual or Joint/Group Filing:   Form filed by More than One Reporting Person

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

                                    By:    /s/ Edward S. Lampert
                                           ---------------------
                                    Name:  Edward S. Lampert
                                    Title: Chief Executive Officer
                                    Date:  May 12, 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 Statement   May 8, 2015
(Month/Day/Year):

Issuer Name and Ticker or Trading   AUTONATION, INC. [AN]
Symbol:

Relationship of Reporting Person(s) 10% Owner
to Issuer:

If Amendment, Date Original Filed   Not Applicable
(Month/Day/Year):

Individual or Joint/Group Filing:   Form filed by More than One Reporting Person

Signature:
                                    By:    /s/ Edward S. Lampert
                                           -------------------------------------
                                    Name:  Edward S. Lampert
                                    Title: Chief Executive Officer
                                    Date:  May 12, 2015

                                                                    EXHIBIT 99.2

                             JOINT FILING AGREEMENT

                                  May 12, 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: May 12, 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

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