AutoNation Form 4 / EDWARD S LAMPERT ownership change

SEC Form 4

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

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)
06/21/2022

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	06/21/2022		J/K⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾		26,634	D	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	7,954,819	D⁽⁸⁾
Common Stock, par value $0.01 per share	06/22/2022		J/K⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁹⁾		25,696	D	⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁹⁾	7,929,123	D⁽⁸⁾
Common Stock, par value $0.01 per share	06/23/2022		J/K⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽¹⁰⁾		25,022	D	⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽¹⁰⁾	7,904,101	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Forward sale contract (obligation to sell)	⁽¹⁾⁽²⁾⁽³⁾⁽⁶⁾⁽⁷⁾	06/21/2022		J/K			23,521⁽¹⁾⁽²⁾⁽³⁾⁽⁶⁾⁽⁷⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁶⁾⁽⁷⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁶⁾⁽⁷⁾	Common Stock, par value $0.01 per share	22,765⁽¹⁾⁽⁶⁾⁽⁷⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁶⁾⁽⁷⁾	211,693	D
Forward sale contract (obligation to sell)	⁽¹⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	06/21/2022		J/K			3,998⁽¹⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	⁽¹⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	⁽¹⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	Common Stock, par value $0.01 per share	3,869⁽¹⁾⁽⁶⁾⁽⁷⁾	⁽¹⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	35,988	D
Forward sale contract (obligation to sell)	⁽²⁾⁽³⁾⁽⁶⁾⁽⁷⁾⁽⁹⁾	06/22/2022		J/K			23,521⁽²⁾⁽³⁾⁽⁶⁾⁽⁷⁾⁽⁹⁾	⁽²⁾⁽³⁾⁽⁶⁾⁽⁷⁾⁽⁹⁾	⁽²⁾⁽³⁾⁽⁶⁾⁽⁷⁾⁽⁹⁾	Common Stock, par value $0.01 per share	21,963⁽⁶⁾⁽⁷⁾⁽⁹⁾	⁽²⁾⁽³⁾⁽⁶⁾⁽⁷⁾⁽⁹⁾	188,172	D
Forward sale contract (obligation to sell)	⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁹⁾	06/22/2022		J/K			3,998⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁹⁾	⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁹⁾	⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁹⁾	Common Stock, par value $0.01 per share	3,733⁽⁶⁾⁽⁷⁾⁽⁹⁾	⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁹⁾	31,990	D
Forward sale contract (obligation to sell)	⁽²⁾⁽³⁾⁽⁶⁾⁽⁷⁾⁽¹⁰⁾	06/23/2022		J/K			23,521⁽²⁾⁽³⁾⁽⁶⁾⁽⁷⁾⁽¹⁰⁾	⁽²⁾⁽³⁾⁽⁶⁾⁽⁷⁾⁽¹⁰⁾	⁽²⁾⁽³⁾⁽⁶⁾⁽⁷⁾⁽¹⁰⁾	Common Stock, par value $0.01 per share	21,387⁽⁶⁾⁽⁷⁾⁽¹⁰⁾	⁽²⁾⁽³⁾⁽⁶⁾⁽⁷⁾⁽¹⁰⁾	164,651	D
Forward sale contract (obligation to sell)	⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽¹⁰⁾	06/23/2022		J/K			3,998⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽¹⁰⁾	⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽¹⁰⁾	⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽¹⁰⁾	Common Stock, par value $0.01 per share	3,635⁽⁶⁾⁽⁷⁾⁽¹⁰⁾	⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽¹⁰⁾	27,992	D

Explanation of Responses:

1. The reporting person delivered 22,765 of the December Transaction #1 Pledged Shares (as defined below) to the unaffiliated bank counterparty (the "Bank") in connection with the physical settlement in respect of the 23,521 December Transaction #1 Pledged Shares subject to the June 16, 2022 valuation date and a Settlement Price (as defined below) of $104.8467 pursuant to the terms of December Transaction #1 (as defined below). The reporting person delivered 3,869 of the December Transaction #2 Pledged Shares (as defined below) to the Bank in connection with the physical settlement in respect of the 3,998 December Transaction #2 Pledged Shares subject to the June 16, 2022 valuation date and a Settlement Price of $104.8467 pursuant to the terms of December Transaction #2 (as defined below).

2. On December 9, 2021, the reporting person entered into a prepaid variable forward sale contract ("December Transaction #1") with the Bank, which obligated the reporting person to deliver to the Bank up to 235,214 Shares (the "December Transaction #1 Pledged Shares") (or, at Mr. Lampert's election, an equivalent amount of cash, as determined pursuant to the December Transaction #1 documentation) on the applicable settlement dates beginning June 21, 2022. In exchange for entering into December Transaction #1 and assuming this obligation, the reporting person received a cash payment of $21,988,873.53 on December 9, 2021.

3. (Continued from Footnote 2) December Transaction #1 was divided into ten individual components designated by valuation date, which are the ten trading days from June 16, 2022 through June 30, 2022, inclusively, of which the number of Shares with respect to each component is 23,521 (or 23,525 with respect to the last valuation date) (each, the "December Transaction #1 Component Share Number" for the relevant component).

4. Also on December 9, 2021, the reporting person entered into a separate prepaid variable forward sale contract ("December Transaction #2") with the Bank, which obligated the reporting person to deliver to the Bank up to 39,986 Shares (the "December Transaction #2 Pledged Shares", and together with the December Transaction #1 Pledged Shares, the "Pledged Shares") (or, at Mr. Lampert's election, an equivalent amount of cash, as determined pursuant to the December Transaction #2 documentation) on the applicable settlement dates beginning June 21, 2022. In exchange for entering into December Transaction #2 and assuming this obligation, the reporting person received a cash payment of $3,738,072.98 on December 9, 2021.

5. (Continued from Footnote 4) December Transaction #2 was also divided into ten individual components designated by valuation date, which are also the ten trading days from June 16, 2022 through June 30, 2022, inclusively, of which the number of Shares with respect to each component is 3,998 (or 4,004 with respect to the last valuation date) (each, the "December Transaction #2 Component Share Number" for the relevant component).

6. On the settlement date for each component (beginning on June 21, 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 December Transaction #1 documentation or December Transaction #2 documentation, as applicable): (a) if the volume weighted average trading price per Share on the valuation date, as determined pursuant to the December Transaction #1 documentation or December Transaction #2 documentation, as applicable, for the relevant component (the "Settlement Price") is less than $101.4758 (the "Floor Price"), either the December Transaction #1 Component Share Number or the December Transaction #2 Component Share Number, as applicable for the relevant component;

7. (Continued from Footnote 6) (b) if the Settlement Price is between the Floor Price and $221.9782 (the "Cap Price"), either the December Transaction #1 Component Share Number or the December 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 December Transaction #1 Component Share Number or the December 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 of common stock of AutoNation, Inc. (the "Issuer"), par value $0.01 per share (each, a "Share") 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 21,963 of the December Transaction #1 Pledged Shares to the Bank in connection with the physical settlement in respect of the 23,521 December Transaction #1 Pledged Shares subject to the June 17, 2022 valuation date and a Settlement Price of $108.6726 pursuant to the terms of December Transaction #1. The reporting person delivered 3,733 of the December Transaction #2 Pledged Shares to the Bank in connection with the physical settlement in respect of the 3,998 December Transaction #2 Pledged Shares subject to the June 17, 2022 valuation date and a Settlement Price of $108.6726 pursuant to the terms of December Transaction #2.

10. The reporting person delivered 21,387 of the December Transaction #1 Pledged Shares to the Bank in connection with the physical settlement in respect of the 23,521 December Transaction #1 Pledged Shares subject to the June 21, 2022 valuation date and a Settlement Price of $111.6035 pursuant to the terms of December Transaction #1. The reporting person delivered 3,635 of the December Transaction #2 Pledged Shares to the Bank in connection with the physical settlement in respect of the 3,998 December Transaction #2 Pledged Shares subject to the June 21, 2022 valuation date and a Settlement Price of $111.6035 pursuant to the terms of December Transaction #2.

Remarks:

	EDWARD S. LAMPERT, By: /s/ Edward S. Lampert	06/23/2022
	** 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).
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AutoNation (AN) Form 4AUTONATION / EDWARD S LAMPERT ownership change