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