0001127602-18-026590.txt : 20180831 0001127602-18-026590.hdr.sgml : 20180831 20180831171631 ACCESSION NUMBER: 0001127602-18-026590 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170511 FILED AS OF DATE: 20180831 DATE AS OF CHANGE: 20180831 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pereira Lincoln CENTRAL INDEX KEY: 0001570998 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13461 FILM NUMBER: 181050716 MAIL ADDRESS: STREET 1: 800 GESSNER STREET 2: SUITE 500 CITY: HOUSTON STATE: TX ZIP: 77024 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GROUP 1 AUTOMOTIVE INC CENTRAL INDEX KEY: 0001031203 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 760506313 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 800 GESSNER STREET 2: SUITE 500 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: 713-647-5700 MAIL ADDRESS: STREET 1: 800 GESSNER STREET 2: SUITE 500 CITY: HOUSTON STATE: TX ZIP: 77024 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2017-05-11 0001031203 GROUP 1 AUTOMOTIVE INC GPI 0001570998 Pereira Lincoln 800 GESSNER SUITE 500 HOUSTON TX 77024 1 Common Stock 2017-05-11 4 D 0 25484 71.369 D 41941 D Common Stock 2017-05-11 4 A 0 19083 71.369 A 253309 I Abbe Investsments, Ltd. Common Stock 2018-08-29 4 S 0 10000 78.7115 D 218309 I Abbe Investsments, Ltd. Includes 19,083 shares released pursuant to Escrow Agreement dated February 28, 2013 entered into pursuant to a Share Purchase Agreement dated effective January 24, 2013, as amended February 27, 2013, by and between the Issuer, the Reporting Person, the other shareholders of UAB Motors Participacoes, S.A. (all as defined in the above referenced Escrow Agreement and Share Purchase Agreement), and UAB Motors Participacoes, S.A., as Intervening and Consenting Party; and 6,401 shares forfeited from escrow to the Issuer (on the fourth anniversary of the Closing Date) pursuant to the terms of the above referenced Escrow Agreement. The remaining 41,941 shares held in escrow will serve as a guarantee for the benefit of the Issuer in respect of indemnification obligations assumed by the Reporting Person and the other shareholders of UAB Motors Participacoes, S.A., as defined in the above referenced Share Purchase Agreement. The remaining shares held in escrow will be released on the sixth anniversary of the Closing Date (to the extent not retained for outstanding liability claims). Shares acquired pursuant to Escrow Agreement dated February 28, 2013 entered into pursuant to a Share Purchase Agreement dated effective January 24, 2013, as amended February 27, 2013, by and between the Issuer, the Reporting Person, the other shareholders of UAB Motors Participacoes, S.A. (all as defined in the above referenced Escrow Agreement and Share Purchase Agreement), and UAB Motors Participacoes, S.A., as Intervening and Consenting Party. Stock price calculated using the average closing price per share of Issuer common stock for the thirty (30) trading days immediately preceding the date on which determination of the amount to be allocated against the Stock Escrow Deposit is required to be made (all as further defined in Section 11 of the Escrow Agreement dated as of February 28, 2013). The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.4523 to $79.1129, inclusive. The reporting person undertakes to provide to Group 1 Automotive, Inc., any security holder of Group 1 Automotive, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 4 to this Form 4. /s/ Beth Sibley, attorney-in-fact for Lincoln Pereira 2018-08-31