Marc G Cannon Form 3 AUTONATION / MARC G CANNON ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

CANNON MARC G

(Last) (First) (Middle)

200 SW 1ST AVE

SUITE 1600

(Street)

FORT LAUDERDALE FL 33301

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/12/2016

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CMO & SVP, Communications

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	20,988	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	(1)	03/01/2021	Common Stock, par value $0.01 per share	1,041	32.5	D
Employee Stock Option (right to buy)	(1)	03/01/2021	Common Stock, par value $0.01 per share	1,041	34.51	D
Employee Stock Option (right to buy)	(1)	03/01/2021	Common Stock, par value $0.01 per share	4,162	40.37	D
Employee Stock Option (right to buy)	(1)	03/01/2021	Common Stock, par value $0.01 per share	1,041	35.99	D
Employee Stock Option (right to buy)	(2)	03/01/2022	Common Stock, par value $0.01 per share	1,892	34.09	D
Employee Stock Option (right to buy)	(2)	03/01/2022	Common Stock, par value $0.01 per share	1,892	35	D
Employee Stock Option (right to buy)	(2)	03/01/2022	Common Stock, par value $0.01 per share	3,784	41.16	D
Employee Stock Option (right to buy)	(2)	03/01/2022	Common Stock, par value $0.01 per share	3,784	38.63	D
Employee Stock Option (right to buy)	(3)	03/01/2023	Common Stock, par value $0.01 per share	3,270	43.45	D
Employee Stock Option (right to buy)	(3)	03/01/2023	Common Stock, par value $0.01 per share	3,270	46.22	D
Employee Stock Option (right to buy)	(3)	03/01/2023	Common Stock, par value $0.01 per share	3,270	47.25	D
Employee Stock Option (right to buy)	(3)	03/01/2023	Common Stock, par value $0.01 per share	3,270	48.8	D
Employee Stock Option (right to buy)	(4)	03/03/2024	Common Stock, par value $0.01 per share	3,427	52.65	D
Employee Stock Option (right to buy)	(4)	03/03/2024	Common Stock, par value $0.01 per share	3,427	57.44	D
Employee Stock Option (right to buy)	(4)	03/03/2024	Common Stock, par value $0.01 per share	3,427	54.04	D
Employee Stock Option (right to buy)	(4)	03/03/2024	Common Stock, par value $0.01 per share	3,427	58.29	D
Employee Stock Option (right to buy)	(5)	03/02/2025	Common Stock, par value $0.01 per share	3,427	62.6	D
Employee Stock Option (right to buy)	(5)	03/02/2025	Common Stock, par value $0.01 per share	3,427	62.93	D
Employee Stock Option (right to buy)	(5)	03/02/2025	Common Stock, par value $0.01 per share	3,427	58.08	D
Employee Stock Option (right to buy)	(5)	03/02/2025	Common Stock, par value $0.01 per share	3,427	64.48	D
Employee Stock Option (right to buy)	(6)	03/01/2026	Common Stock, par value $0.01 per share	17,824	52.53	D

Explanation of Responses:

1. The option became exercisable in 25% annual increments on each of the first four anniversaries of June 1, 2011.

2. The option becomes exercisable in 25% annual increments on each of the first four anniversaries of June 1, 2012, subject to continuous employment with the Company.

3. The option becomes exercisable in 25% annual increments on each of the first four anniversaries of June 1, 2013, subject to continuous employment with the Company.

4. The option becomes exercisable in 25% annual increments on each of the first four anniversaries of June 1, 2014, subject to continuous employment with the Company.

5. The option becomes exercisable in 25% annual increments on each of the first four anniversaries of June 1, 2015, subject to continuous employment with the Company.

6. The option becomes exercisable in 25% annual increments on each of the first four anniversaries of March 1, 2016, subject to continuous employment with the Company.

Remarks:

Exhibit Index Exhibit 24 - Power of Attorney

	/s/ Jonathan P. Ferrando, Attorney-in-Fact	05/20/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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