AutoNation (AN) Form 3 AUTONATION / JAMES R BENDER 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^*

BENDER JAMES R

(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)
01/07/2019

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)
EVP of Sales

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	3,173	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)	03/01/2023	Common Stock, par value $0.01 per share	1,626	43.45	D
Employee Stock Option (right to buy)	(1)	03/01/2023	Common Stock, par value $0.01 per share	1,626	46.22	D
Employee Stock Option (right to buy)	(1)	03/01/2023	Common Stock, par value $0.01 per share	1,626	47.25	D
Employee Stock Option (right to buy)	(1)	03/01/2023	Common Stock, par value $0.01 per share	1,626	48.8	D
Employee Stock Option (right to buy)	(2)	03/03/2024	Common Stock, par value $0.01 per share	2,130	52.65	D
Employee Stock Option (right to buy)	(2)	03/03/2024	Common Stock, par value $0.01 per share	2,130	57.44	D
Employee Stock Option (right to buy)	(2)	03/03/2024	Common Stock, par value $0.01 per share	2,130	54.04	D
Employee Stock Option (right to buy)	(2)	03/03/2024	Common Stock, par value $0.01 per share	2,130	58.29	D
Employee Stock Option (right to buy)	(3)	03/02/2025	Common Stock, par value $0.01 per share	2,130	62.6	D
Employee Stock Option (right to buy)	(3)	03/02/2025	Common Stock, par value $0.01 per share	2,130	62.93	D
Employee Stock Option (right to buy)	(3)	03/02/2025	Common Stock, par value $0.01 per share	2,130	58.08	D
Employee Stock Option (right to buy)	(3)	03/02/2025	Common Stock, par value $0.01 per share	2,130	64.48	D
Employee Stock Option (right to buy)	(4)	03/01/2026	Common Stock, par value $0.01 per share	8,520	52.53	D
Restricted Stock Units	(5)	(5)	Common Stock, par value $0.01 per share	4,526	(6)	D
Restricted Stock Units	(7)	(7)	Common Stock, par value $0.01 per share	4,576	(6)	D

Explanation of Responses:

1. The option became exercisable in 25% annual increments on each of the first four anniversaries of June 1, 2013.

2. The option became exercisable in 25% annual increments on each of the first four anniversaries of June 1, 2014.

3. The option becomes exercisable in 25% annual increments on each of the first four anniversaries of June 1, 2015, subject to continued employment with AutoNation, Inc. (the "Company") through the applicable vesting date.

4. The option becomes exercisable in 25% annual increments on each of the first four anniversaries of March 1, 2016, subject to continued employment with the Company through the applicable vesting date.

5. The restricted stock units vest in 25% annual increments on each of the first four anniversaries of March 1, 2017, subject to continued employment with the Company through the applicable vesting date.

6. Each restricted stock unit represents a contingent right to receive one share of Company common stock, or at the Company's election, the cash value thereof.

7. The restricted stock units vest in 25% annual increments on each of the first four anniversaries of March 1, 2018, subject to continued employment with the Company through the applicable vesting date.

Remarks:

Exhibit Index Exhibit 24 - Power of Attorney

	/s/ C. Coleman Edmunds, Attorney-in-Fact	01/17/2019
	** 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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