SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Amendment No. 6

PENSKE AUTOMOTIVE GROUP, INC.

(Name of Issuer)

Common Stock (Par Value $0.0001 Per Share)

(Title of Class of Securities)

909440 10 9

(CUSIP Number)

Mr. Masaki Shimomura, General Manager

Retail Business Department

Second Motor Vehicles Division

Motor Business Unit

Mitsui & Co., Ltd.

2-1 Ohtemachi 1-Chome,

Chiyoda-Ku Tokyo, Japan

(Phone) + 81-3-3285-4323

Mr. Yuichiro Suzuki, General Manager

Motor Vehicles Department

Motor Vehicles Division

Mitsui & Co. (U.S.A.), Inc.

200 Park Avenue, New York, NY 10166

(Phone) 212-878-4316

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

Copy to:

William D. Regner

Debevoise & Plimpton LLP

919 Third Avenue

New York, NY 10022

(212) 909-6000

February 3, 2010

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

(Continued on following pages)

Schedule 13D

CUSIP No. 909440 10 9
(1)	Name of Reporting Person     Mitsui & Co., Ltd. S.S. or I.R.S. Identification No. of Above Person     98-0110185
(2)	Check the Appropriate Box if a Member of a Group (a)  x        (b)  ¨
(3)	SEC Use Only
(4)	Source of Funds     WC
(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
(6)	Citizenship or Place of Organization     Japan
Number of Shares Beneficially Owned by Each Reporting Person With		(7)	Sole Voting Power     0
		(8)	Shared Voting Power     15,559,217
		(9)	Sole Dispositive Power     0
		(10)	Shared Dispositive Power     15,559,217
(11)	Aggregate Amount Beneficially Owned by Each Reporting Person     15,559,217 (1)
(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares  x     (1)
(13)	Percent of Class Represented by Amount in Row (11)     17.0%1
(14)	Type of Reporting Person     CO

(1) To the extent that the parties to the Stockholders Agreement may be deemed to constitute a “group” within the meaning of Section 13(d) of the Exchange Act, and the Reporting Persons may be deemed to share beneficial ownership of the shares of Common Stock owned by the other stockholder parties to the Stockholders Agreement, the Reporting Persons expressly disclaim beneficial ownership of any shares of Common Stock held by such other parties.

¹ There were 91,529,000 shares of Common Stock issued and outstanding as of September 30, 2009 (as set forth in the Issuer’s quarterly report on Form 10-Q for the quarterly period ended September 30, 2009). 15,559,217/91,529,000 = 16.999%, to be rounded to nearest 10^th, per 13D instructions = 17.0% of the Issuer’s Common Stock is held by Mitsui, in the aggregate.

CUSIP No. 909440 10 9
(1)	Name of Reporting Person     Mitsui & Co. (U.S.A.), Inc. S.S. or I.R.S. Identification No. of Above Person     13-2559853
(2)	Check the Appropriate Box if a Member of a Group (a)  x        (b)  ¨
(3)	SEC Use Only
(4)	Source of Funds     WC
(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
(6)	Citizenship or Place of Organization     New York
Number of Shares Beneficially Owned by Each Reporting Person With		(7)	Sole Voting Power     0
		(8)	Shared Voting Power     15,559,217
		(9)	Sole Dispositive Power     0
		(10)	Shared Dispositive Power     15,559,217
(11)	Aggregate Amount Beneficially Owned by Each Reporting Person     15,559,217 (1)
(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares  x     (1)
(13)	Percent of Class Represented by Amount in Row (11)     17.0%
(14)	Type of Reporting Person     CO

(1) To the extent that the parties to the Stockholders Agreement may be deemed to constitute a “group” within the meaning of Section 13(d) of the Exchange Act, and the Reporting Persons may be deemed to share beneficial ownership of the shares of Common Stock owned by the other stockholder parties to the Stockholders Agreement, the Reporting Persons expressly disclaim beneficial ownership of any shares of Common Stock held by such other parties.

This Amendment No. 6 amends and supplements the statement on Schedule 13D initially filed by the Reporting Persons on April 11, 2003, as amended by Amendment No. 1 filed on April 25, 2003, by Amendment No. 2 filed on February 17, 2004, by Amendment No. 3 filed on March 26, 2004, by Amendment No. 4 filed on January 27, 2006 and by Amendment No. 5 filed on September 18, 2006 (the “Statement”). Information reported in the Statement remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 6. Capitalized terms used and not defined in this Amendment No. 6 shall have the meanings set forth in the Statement.

Item 2. Identity and Background

Item 2 of the Statement is hereby amended and supplemented as follows:

Information with respect to the directors and executive officers of the Reporting Persons set forth in Annex A to the Statement is hereby amended and restated in its entirety as set forth in Annex A to this Amendment No. 6, and is incorporated herein by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Statement is hereby supplemented as follows:

Lock-Up Letter Agreement

On February 3, 2010, the Reporting Persons entered into a Lock-Up Letter Agreement (the “Agreement”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and J.P. Morgan Securities Inc. (“J.P. Morgan”) pursuant to which the Reporting Persons agreed, subject to the terms and conditions of the Agreement, not to transfer any shares of Common Stock during a period of 90 days (subject to extension as provided in the Agreement) from the date of a Secondary Stock Purchase Agreement to be entered into among Merrill Lynch, J.P. Morgan and certain selling stockholders named therein. Neither of the Reporting Persons is a selling stockholder under the Secondary Stock Purchase Agreement. The Lock-Up Letter Agreement is attached as Exhibit 19 hereto and is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

Exhibit 19 Lock-Up Letter Agreement, dated February 3, 2010, between the Reporting Persons, on the one hand, and Merrill Lynch and J.P. Morgan as representatives of the several underwriters to be named in the Secondary Stock Purchase Agreement, on the other hand.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Dated: February 3, 2010

MITSUI & CO., LTD.
By:	/s/ Nozomu Harada
	Name: Nozomu Harada
	Title:	General Manager
		Second Motor Vehicles Division

MITSUI & CO. (U.S.A.), INC.
By:	/s/ Kunio Watanabe
	Name: Kunio Watanabe
	Title:	Senior Vice President and Divisional Operating Officer

ANNEX A

Unless otherwise indicated below, the business address of the directors and executive officers of Mitsui Japan is 2-1 Ohtemachi, 1-Chome, Chiyoda-Ku, Tokyo, Japan. The business address of the directors and executive officers of Mitsui USA is 200 Park Avenue, New York, NY 10166-0130. Each occupation set forth opposite such person’s name refers to employment with the Reporting Persons. To the Reporting Persons’ knowledge, none of the directors or executive officers of Mitsui Japan nor the directors or executive officers of Mitsui USA has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws. Unless otherwise indicated, each of the directors and executive officers of Mitsui Japan and Mitsui USA is a citizen of Japan. There are no controlling persons or executive officers or directors of other corporations or other persons ultimately in control of Mitsui Japan or Mitsui USA.

Directors and Executive Officers of Mitsui Japan

Name	Occupation and Business Address	Number of Shares of Common Stock Beneficially Owned
Shoei Utsuda	Chairman of the Board of Directors	—
Masami Iijima	Representative Director, President and Chief Executive Officer	—
Ken Abe	Representative Director, Executive Vice President	—
Junichi Matsumoto	Representative Director, Executive Vice President	—
Norinao Iio	Representative Director, Senior Executive Managing Officer	—
Seiichi Tanaka	Representative Director, Senior Executive Managing Officer	—
Takao Omae	Representative Director, Senior Executive Managing Officer	—
Akishige Okada	Director	—
Nobuko Matsubara	Director	—
Ikujiro Nonaka	Director	—
Hiroshi Hirabayashi	Director	—
Toshimasa Furukawa (1)	Executive Vice President	—
Koji Nakamura (2)	Senior Executive Managing Officer	—
Masaaki Fujita (3)	Senior Executive Managing Officer	—
Shinjiro Ogawa (4)	Executive Managing Officer	—
Kiyotaka Watanabe (5)	Executive Managing Officer	—
Junichi Mizonoue (6)	Executive Managing Officer	—
Hideyo Hayakawa	Executive Managing Officer	—
Osamu Koyama	Executive Managing Officer	—

Shigeru Hanagata (7)	Executive Managing Officer	—
Masayoshi Komai	Executive Managing Officer	—
Yoshinori Setoyama	Executive Managing Officer	—
Masahiko Okamura (8)	Executive Managing Officer	—
Masaaki Iida	Executive Managing Officer	—

Location:

(1) 16 Raffles Quay, #17-00 Hong Leong Bldg., Singapore 048581

(2) 24 King William Street, London EC4R 9AJ United Kingdom

(3) 200 Park Avenue, New York, New York 10166-0130, USA

(4) 34th Fl., CWTC TOWER, 1 Jianguomenwai Avenue Beijing, 100004 China

(5) Hakata Mitsui Bldg. No. 2 1-35, Tenyamachi Hakata-ku, Fukuoka 812-0025, Japan

(6) 15th & 16th Floor, Sathorn City Tower, 175 South Sathorn Road, Tungmahamek Sathorn Bangkok 10120, Thailand

(7) 16-21, Meieki Minami 1-chome, Nakamura-ku Nagoya, 450-0003, Japan

(8) 3-33, Nakanoshima 2-chome Kita-ku, Osaka, 530-0005, Japan

Others: 2-1 Ohtemachi, 1-Chome, Chiyoda-Ku, Tokyo, Japan

Directors and Executive Officers of Mitsui USA

Name	Occupation and Business Address (1)	Number of Shares of Common Stock Beneficially Owned
Ken Abe (2)	Director	—
Masaaki Fujita	President, Chief Executive Officer and Director	—
Motomu Takahashi	Executive Vice President and Director	—
Katsumi Ogawa	Executive Vice President and Director	—
Itaru Nishimura	Senior Vice President, Chief Administrative Officer and Director	—
Toshio Mukai	Senior Vice President, Chief Financial Officer and Director	—
Michael H. Voss (3) (4)	Executive Vice President	—
Yoneji Ishikawa	Senior Vice President and Chief Compliance Officer	—
Makoto Koto	Senior Vice President and Chief Human Resources Officer	—

Shuichi Yoshida	Senior Vice President	—
Katsunori Aikyo	Senior Vice President	—
Haruo Kumo	Senior Vice President	—
Yasushi Hata	Senior Vice President	—
Tadasu Kozuka	Senior Vice President	—
Kunio Watanabe	Senior Vice President	—
Susumu Katagiri	Senior Vice President	—
Katsunori Mori	Senior Vice President	—
Kazuo Sato	Senior Vice President	—
Masumi Muroi	Senior Vice President	—
Yuichi Takano	Corporate Secretary	—

(1) The business address for all persons listed is 200 Park Avenue, New York, New York 10166-0130, USA, except for Mr. Abe and Mr. Voss, whose business addresses are listed in footnotes (2) and (3), respectively, below.

(2) Business address is 2-1 Ohtemachi, 1-Chome, Chiyoda-Ku, Tokyo, Japan.

(3) Business address is 601 South Figueroa Street, Suite 1900, Los Angeles, California 90017-5723, USA.

(4) Citizen of USA.

EX-99.19

Exhibit 19

FINAL FORM

FORM OF

LOCK-UP LETTER AGREEMENT

February     , 2010

Merrill Lynch, Pierce, Fenner & Smith

Incorporated,

J.P. Morgan Securities Inc.

  as Representatives of the several

  Underwriters to be named in the

  within-mentioned Purchase Agreement

c/o Merrill Lynch, Pierce, Fenner & Smith

Incorporated

One Bryant Park

New York, New York 10036

Re: Proposed Secondary Offering of Common Stock of Penske Automotive Group, Inc.

Dear Sirs:

The undersigned, a stockholder of Penske Automotive Group, Inc., a Delaware corporation (the “Company”), understands that Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and J.P. Morgan Securities Inc. (“J.P. Morgan”) propose to enter into a Purchase Agreement (the “Purchase Agreement”) with the Company and the Selling Shareholders named in the Purchase Agreement providing for the public offering (the “Offering”) of shares (the “Securities”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Purchase Agreement that, during a period of 90 days from the date of the Purchase Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of Merrill Lynch and J.P. Morgan, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing (collectively, the “Lock-Up Securities”) or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise.

Notwithstanding anything herein to the contrary, the foregoing shall not be deemed to restrict the undersigned with respect to (1) the exercise of options to acquire shares of Common Stock, (2) the disposition or sale, when combined with all other dispositions and sales by any person listed on Schedule D to the Purchase Agreement, of up to 73,490 shares of restricted stock of the Company that vest on June 1, 2010 (3) the disposition or sale of shares of Common Stock to the Company, (4) the disposition or sale of any shares of Common Stock that are currently pledged by the undersigned in favor of a financial institution by the relevant financial institution, or (5) the entering into of any written trading plan or agreement (“Rule 10b5-1 Plan”) with a broker designed to comply with Rule 10b5-1(c)(1) promulgated

1

FINAL FORM

pursuant to the Securities Exchange Act of 1934, as amended, provided that any such Rule 10b5-1 Plan shall specify that any sales of Common Stock sold for the undersigned’s benefit pursuant to the Rule 10b5-1 Plan shall not occur prior to the expiration of the Lock-Up Period.

Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of Merrill Lynch and J.P. Morgan, provided that (1) Merrill Lynch and J.P. Morgan receive a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers during the Lock-Up Period:

(i) as a bona fide gift or gifts; or

(ii) by will or intestate succession or to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or

(iii) as a distribution to general or limited partners, members or stockholders of the undersigned; or

(iv) to the undersigned’s affiliates or any entity under common control with the undersigned or to any investment fund or other entity controlled or managed by the undersigned.

Furthermore, during the Lock-Up Period, the undersigned may sell shares of Common Stock of the Company purchased by the undersigned on the open market following the Offering if and only if (i) such sales are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (ii) the undersigned does not otherwise voluntarily effect any public filing or report regarding such sales.

Notwithstanding the foregoing, if:

(1) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or

(2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period,

then Merrill Lynch and J.P. Morgan may extend, by written notice to the Company and to the undersigned, the restrictions imposed by this lock-up agreement until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable.

Such notice shall be directed to the undersigned at Mitsui & Co., Ltd. at 2-1, Ohtemachi 1-chome, Chiyoda-ku, Tokyo, Japan, attention General Manager of Retail Business Department, Second Motor Vehicles Division, Motor Vehicles Unit and Mitsui & Co. (U.S.A.), Inc. at 200 Park Avenue, New York, NY 10166, attention General Manager of Motor Vehicles Department, Motor Vehicles Division and to the Company in accordance with Section 12 of the Purchase Agreement and any such notice properly delivered will be deemed to have been given to, and received by, the undersigned. The

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FINAL FORM

undersigned agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this lock-up agreement during the period from the date of this lock-up agreement to and including the 34^th day following the expiration of the initial Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has expired.

The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Lock-Up Securities except in compliance with the foregoing restrictions.

If the Company notifies you in writing that it does not intend to proceed with the Offering of the Securities, or for any reason following the execution of the Purchase Agreement it shall be terminated (other than the provisions thereof that survive termination) prior to the time of purchase in accordance with the terms of the Purchase Agreement, this letter agreement shall be terminated and the undersigned shall be released from its obligations hereunder. Notwithstanding the foregoing, if the Offering does not close by February 20, 2010, this letter agreement shall be terminated and the undersigned shall be released from its obligations hereunder.

[Signature page follows]

3

Very truly yours,

Mitsui & Co., Ltd.

Signature:  /s/ Nozomu Harada

Print Name:	Nozomu Harada, General Manager Second Motor Vehicles Division Motor Vehicles Business Unit
Mitsui & Co. (U.S.A.), Inc.

Signature:  /s/ Kunio Watanabe

Print Name:	Kunio Watanabe
	Senior Vice President and Divisional Operating Officer Motor Vehicles Division

Lock-Up Agreement Signature Page (Mitsui)