Form 4 AUTONATION, INC. For: May 12 Filed by: LAMPERT EDWARD S

May 16, 2022 9:31 PM EDT

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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)
05/12/2022
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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 05/12/2022   J /K (1) (2) (3) (4) (5) (6) (7)   55,349 D (1) (2) (3) (4) (5) (6) (7) 8,688,880 D (8)  
Common Stock, par value $0.01 per share 05/13/2022   J /K (2) (3) (4) (5) (6) (7) (9)   54,223 D (2) (3) (4) (5) (6) (7) (9) 8,634,657 D (8)  
Common Stock, par value $0.01 per share 05/16/2022   J /K (2) (3) (4) (5) (6) (7) (10)   55,146 D (2) (3) (4) (5) (6) (7) (10) 8,579,511 D (8)  
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
Forward sale contract (obligation to sell) (1) (2) (3) (6) (7) 05/12/2022   J /K     52,632 (1) (2) (3) (6) (7)   (1) (2) (3) (6) (7)   (1) (2) (3) (6) (7) Common Stock, par value $0.01 per share 47,323 (1) (6) (7) (1) (2) (3) (6) (7) 157,896 D  
Forward sale contract (obligation to sell) (1) (4) (5) (6) (7) 05/12/2022   J /K     8,926 (1) (4) (5) (6) (7)   (1) (4) (5) (6) (7)   (1) (4) (5) (6) (7) Common Stock, par value $0.01 per share 8,026 (1) (6) (7) (1) (4) (5) (6) (7) 26,778 D  
Forward sale contract (obligation to sell) (2) (3) (6) (7) (9) 05/13/2022   J /K     52,632 (2) (3) (6) (7) (9)   (2) (3) (6) (7) (9)   (2) (3) (6) (7) (9) Common Stock, par value $0.01 per share 46,361 (6) (7) (9) (2) (3) (6) (7) (9) 105,264 D  
Forward sale contract (obligation to sell) (4) (5) (6) (7) (9) 05/13/2022   J /K     8,926 (4) (5) (6) (7) (9)   (4) (5) (6) (7) (9)   (4) (5) (6) (7) (9) Common Stock, par value $0.01 per share 7,862 (6) (7) (9) (4) (5) (6) (7) (9) 17,852 D  
Forward sale contract (obligation to sell) (2) (3) (6) (7) (10) 05/16/2022   J /K     52,632 (2) (3) (6) (7) (10)   (2) (3) (6) (7) (10)   (2) (3) (6) (7) (10) Common Stock, par value $0.01 per share 47,150 (6) (7) (10) (2) (3) (6) (7) (10) 52,632 D  
Forward sale contract (obligation to sell) (4) (5) (6) (7) (10) 05/16/2022   J /K     8,926 (4) (5) (6) (7) (10)   (4) (5) (6) (7) (10)   (4) (5) (6) (7) (10) Common Stock, par value $0.01 per share 7,996 (6) (7) (10) (4) (5) (6) (7) (10) 8,926 D  
Explanation of Responses:
1. The reporting person delivered 47,323 of the Transaction #1 Pledged Shares (as defined below) to the unaffiliated bank counterparty (the "Bank") in connection with the physical settlement in respect of the 52,632 Transaction #1 Pledged Shares subject to the May 10, 2022 valuation date and a Settlement Price (as defined below) of $117.5961 pursuant to the terms of Transaction #1 (as defined below). The reporting person delivered 8,026 of the Transaction #2 Pledged Shares (as defined below) to the Bank in connection with the physical settlement in respect of the 8,926 Transaction #2 Pledged Shares subject to the May 10, 2022 valuation date and a Settlement Price of $117.5961 pursuant to the terms of Transaction #2 (as defined below).
2. On October 25, 2021, the reporting person entered into a prepaid variable forward sale contract ("Transaction #1") with the Bank, which obligated the reporting person to deliver to the Bank up to 526,320 shares of common stock of AutoNation, Inc. (the "Issuer"), par value $0.01 per share ("Shares") (the "Transaction #1 Pledged Shares") (or, at the reporting person's election, an equivalent amount of cash, as determined pursuant to the Transaction #1 documentation), on the applicable settlement dates beginning May 4, 2022.
3. (Continued from Footnote 2) In exchange for entering into Transaction #1 and assuming this obligation, the reporting person received a cash payment of $51,268,069.61 on October 25, 2021. Transaction #1 was divided into ten individual components designated by valuation date, which are the ten trading days from May 2, 2022 through May 13, 2022, inclusively, of which the number of Shares with respect to each component is 52,632 (each, the "Transaction #1 Component Share Number" for the relevant component).
4. Also on October 25, 2021, the reporting person entered into a separate prepaid variable forward sale contract ("Transaction #2") with the Bank, which obligated the reporting person to deliver to the Bank up to 89,260 Shares (the "Transaction #2 Pledged Shares", and together with the Transaction #1 Pledged Shares, the "Pledged Shares") (or, at the reporting person's election, an equivalent amount of cash, as determined pursuant to the Transaction #2 documentation) on the applicable settlement dates beginning May 4, 2022. In exchange for entering into Transaction #2 and assuming this obligation, the reporting person received a cash payment of $8,694,687.44 on October 25, 2021.
5. (Continued from Footnote 4) Transaction #2 was also divided into ten individual components designated by valuation date, which are also the ten trading days from May 2, 2022 through May 13, 2022, inclusively, of which the number of Shares with respect to each component is 8,926 (each, the "Transaction #2 Component Share Number" for the relevant component).
6. On the settlement date for each component (beginning on May 4, 2022), the reporting person was obligated to deliver to the Bank a number of Shares determined as follows (or, at the reporting person's election, the reporting person may pay an equivalent amount in cash on the applicable settlement date, as determined pursuant to the Transaction #1 documentation or Transaction #2 documentation, as applicable): (a) if the volume weighted average trading price per Share on the valuation date, as determined pursuant to the Transaction #1 documentation or Transaction #2 documentation, as applicable, for the relevant component (the "Settlement Price") is less than $105.7352 (the "Floor Price"), either the Transaction #1 Component Share Number or the Transaction #2 Component Share Number, as applicable for the relevant component; (b) if the Settlement Price is between the Floor Price and $231.2958 (the "Cap Price"),
7. (Continued from Footnote 6) either the Transaction #1 Component Share Number or the Transaction #2 Component Share Number, as applicable for the relevant component, multiplied by the Floor Price divided by the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, either the Transaction #1 Component Share Number or the Transaction #2 Component Share Number, as applicable for the relevant component, multiplied by (1 - ((Cap Price - Floor Price), divided by the Settlement Price)). The reporting person retains all voting rights and dispositive power over all of the Pledged Shares during the term of the applicable pledge, subject to the Bank's exercise of default remedies.
8. Includes 1,649 Shares held by The Nicholas Floyd Lampert 2015 Trust ("The Nicholas Trust"), and 1,649 Shares held by The Nina Rose Lampert 2015 Trust (the "The Nina Trust" and, together with The Nicholas Trust, the "Trusts"). The reporting person may be deemed to have beneficial ownership of securities owned by the Trusts. The reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities. The reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any securities covered by this statement.
9. The reporting person delivered 46,361 of the Transaction #1 Pledged Shares to the Bank in connection with the physical settlement in respect of the 52,632 Transaction #1 Pledged Shares subject to the May 11, 2022 valuation date and a Settlement Price of $120.0381 pursuant to the terms of Transaction #1. The reporting person delivered 7,862 of the Transaction #2 Pledged Shares to the Bank in connection with the physical settlement in respect of the 8,926 Transaction #2 Pledged Shares subject to the May 11, 2022 valuation date and a Settlement Price of $120.0381 pursuant to the terms of Transaction #2.
10. The reporting person delivered 47,150 of the Transaction #1 Pledged Shares to the Bank in connection with the physical settlement in respect of the 52,632 Transaction #1 Pledged Shares subject to the May 12, 2022 valuation date and a Settlement Price of $118.0292 pursuant to the terms of Transaction #1. The reporting person delivered 7,996 of the Transaction #2 Pledged Shares to the Bank in connection with the physical settlement in respect of the 8,926 Transaction #2 Pledged Shares subject to the May 12, 2022 valuation date and a Settlement Price of $118.0292 pursuant to the terms of Transaction #2.
EDWARD S. LAMPERT, By: /s/ Edward S. Lampert 05/16/2022
** 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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