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*
MONAGHAN CRAIG T

(Last) (First) (Middle)
C/O ASBURY AUTOMOTIVE GROUP, INC.
2905 PREMIERE PARKWAY NW, SUITE 300

(Street)
DULUTH GA 30097

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ASBURY AUTOMOTIVE GROUP INC [ ABG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
12/12/2013
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)
Code V Amount (A) or (D) Price
Common Stock 12/12/2013 G V 10,000 (1) D $0 174,492 D
Common Stock 12/12/2013 S 2,578 D $52.04 (2) 2,978 I By trust (3)
Common Stock 12/12/2013 S 200 D $52.53 (4) 2,778 I By trust (3)
Common Stock 12/12/2013 S 2,578 D $52.04 (2) 2,978 I By trust (5)
Common Stock 12/12/2013 S 200 D $52.53 (4) 2,778 I By trust (5)
Common Stock 12/12/2013 S 2,578 D $52.04 (2) 2,978 I By trust (6)
Common Stock 12/12/2013 S 200 D $52.53 (4) 2,778 I By trust (6)
Common Stock 12/13/2013 S 1,600 D $51.48 (7) 1,178 I By trust (3)
Common Stock 12/13/2013 S 1,178 D $51.97 (8) 0 I By trust (3)
Common Stock 12/13/2013 S 1,600 D $51.48 (7) 1,178 I By trust (5)
Common Stock 12/13/2013 S 1,178 D $51.97 (8) 0 I By trust (5)
Common Stock 12/13/2013 S 1,600 D $51.48 (7) 1,178 I By trust (6)
Common Stock 12/13/2013 S 1,178 D $51.97 (8) 0 I By trust (6)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The shares were gifted to The Monaghan Foundation, Inc., a Georgia nonprofit corporation (the "Foundation"), organized exclusively for charitable, religious, educational and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. The reporting person serves as the Chairman and Chief Executive Officer of the Foundation and, therefore, is deemed to have voting and dispositive control over the shares.
2. Represents the weighted average share price of an aggregate total of 2,578 shares of the Issuer's common stock sold in the price range of $51.51 to $52.45 by the reporting person. The reporting person undertakes to provide upon request by the Commission staff, the Issuer or a security holder, full information regarding the number of shares sold at each separate price.
3. Shares owned by The Shannon Monaghan Irrevocable Trust for the benefit of a child of the reporting person, over which the reporting person's wife is the trustee.
4. Represents the weighted average share price of an aggregate total of 200 shares of the Issuer's common stock sold in the price range of $52.50 to $52.59 by the reporting person. The reporting person undertakes to provide upon request by the Commission staff, the Issuer or a security holder, full information regarding the number of shares sold at each separate price.
5. Shares owned by The Connor Monaghan Irrevocable Trust for the benefit of a child of the reporting person, over which the reporting person's wife is the trustee.
6. Shares owned by The Rand Monaghan Irrevocable Trust for the benefit of a child of the reporting person, over which the reporting person's wife is the trustee.
7. Represents the weighted average share price of an aggregate total of 1,600 shares of the Issuer's common stock sold in the price range of $51.31 to $51.67 by the reporting person. The reporting person undertakes to provide upon request by the Commission staff, the Issuer or a security holder, full information regarding the number of shares sold at each separate price.
8. Represents the weighted average share price of an aggregate total of 1,178 shares of the Issuer's common stock sold in the price range of $51.68 to $52.34 by the reporting person. The reporting person undertakes to provide upon request by the Commission staff, the Issuer or a security holder, full information regarding the number of shares sold at each separate price.
Remarks:
/s/ George A. Villasana, Attorney in Fact 12/16/2013
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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