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* Pereira Lincoln (Last) (First) (Middle) 800 GESSNER SUITE 500 (Street) HOUSTON TX 77024 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/28/2013	3. Issuer Name and Ticker or Trading Symbol GROUP 1 AUTOMOTIVE INC [ GPI ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	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	361,646(1)	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

Explanation of Responses:

1. These shares were acquired as consideration pursuant to a Share Purchase Agreement dated effective January 24, 2013, and as amended February 27, 2013, by and between Group 1 Automotive, Inc. (the "Issuer"), the Reporting Person (individually, a "Shareholder", and, together with the other shareholders of UAB Motors Participa??es, S.A., the "Shareholders"), and UAB Motors Participa??es, S.A., as Intervening and Consenting Party. Of the 361,646 shares issued to the Reporting Person, 131,289 shares are being held in escrow pursuant to the terms of an Escrow Agreement dated as of February 28, 2013 (the "Closing Date"). Effective May 28, 2013, and subject to certain Purchase Price Adjustments (as defined in the Share Purchase Agreement), all or a portion of 17,477 of the shares held in escrow may be released to the Reporting Person (any of the 17,477 shares not released will be returned to the Issuer). The remaining 113,812 shares held in escrow will serve as a guarantee for the benefit of the Issuer in respect of indemnification obligations assumed by the Shareholders pursuant to the Share Purchase Agreement. Such shares will be released on the second (2nd), fourth (4th) and sixth (6th) anniversaries of the Closing Date (to the extent not retained for outstanding liability claims).

Remarks:

Exhibit List -- Exhibit 24 -- Confirming Statement

	/s/ Beth Sibley, attorney-in-fact for Lincoln Pereira	03/08/2013
	** 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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