SEC FORM 4

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^*

ESL INVESTMENTS INC

(Last)

(First)

(Middle)

200 GREENWICH AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AUTONATION INC /FL [ AN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/04/2004		J⁽¹⁾		182,235	A	⁽²⁾	182,235	D⁽³⁾⁽¹³⁾⁽¹⁴⁾
Common Stock	05/04/2004		J⁽¹⁾		393,497	A	⁽²⁾	40,393,481	D⁽⁴⁾⁽¹³⁾⁽¹⁴⁾
Common Stock								4,977,872	D⁽⁵⁾⁽¹³⁾⁽¹⁴⁾
Common Stock								1,443,026	D⁽⁶⁾⁽¹³⁾⁽¹⁴⁾
Common Stock	05/04/2004		J⁽¹⁾		813,041	A	⁽²⁾	16,434,250	D⁽⁷⁾⁽¹³⁾⁽¹⁴⁾
Common Stock								8,819,389	D⁽⁸⁾⁽¹³⁾⁽¹⁴⁾
Common Stock	05/04/2004		J⁽¹⁾		1,392,490	D	⁽²⁾	0	D⁽⁹⁾⁽¹³⁾⁽¹⁴⁾
Common Stock	05/04/2004		J⁽¹⁾		3,717	A	⁽²⁾	3,717	D⁽¹⁰⁾⁽¹³⁾⁽¹⁴⁾
Common Stock								2,689,266	D⁽¹¹⁾⁽¹³⁾⁽¹⁴⁾
Common Stock								255,064	D⁽¹²⁾⁽¹³⁾⁽¹⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

ESL INVESTMENTS INC

(Last)

(First)

(Middle)

200 GREENWICH AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ESL PARTNERS LP

(Last)

(First)

(Middle)

ONE LAFAYETTE PLAC

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ESL LTD

(Last)

(First)

(Middle)

9 CHURCH ST

(Street)

HAMILTON BERMUDA

9999999999

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ESL INSTITUTIONAL PARTNERS LP

(Last)

(First)

(Middle)

200 GREENWICH AVE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ESL INVESTORS LLC

(Last)

(First)

(Middle)

200 GREENWICH AVE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KP I PARTNERS LP

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KP II PARTNERS LP

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

RBS PARTNERS L P /CT

(Last)

(First)

(Middle)

ONE LAFAYETTE PLACE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

RBS INVESTMENT MANAGEMENT LLC

(Last)

(First)

(Middle)

200 GREENWICH AVE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ESL INVESTMENT MANAGEMENT LLC

(Last)

(First)

(Middle)

200 GREENWICH AVE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. On May 4, 2004, Courtesy Partners, L.P., a Delaware limited partnership ("Courtesy"), distributed (i) 182,235 shares of common stock of AutoNation, Inc. ("Common Stock") to ESL Investments, Inc., a Delaware corporation ("Investments"), (ii) 393,497 shares of Common Stock to ESL Partners, L.P., a Delaware limited partnership ("Partners"), (iii) 813,041 shares of Common Stock to ESL Investors, L.L.C., a Delaware limited liability company ("Investors"), and (iv) 3,717 shares of Common Stock to Tynan LLC, a Delaware limited liability company ("Tynan").

2. Not applicable.

3. These securities are owned by Investments.

4. These securities are owned by Partners.

5. These securities are owned by ESL Limited, a Bermuda corporation ("Limited").

6. These securities are owned by ESL Institutional Partners, L.P., a Delaware limited partnership ("Institutional").

7. These securities are owned by Investors.

8. These securities are owned by CBL Partners, L.P., a Delaware limited partnership ("CBL").

9. These securities are owned by Courtesy.

10. These securities are owned by Tynan.

11. These securities are owned by KP I Partners, L.P., a Delaware limited partnership ("KPI").

12. These securities are owned by KP II Partners, L.P., a Delaware limited partnership ("KPII").

13. This Form 4 is filed on behalf of a group consisting of Investments, Partners, Limited, Institutional, Investors, CBL, Courtesy, Tynan, KPI and KPII (collectively, the "ESL Parties"), RBS Partners, L.P. ("RBS"), ESL Investment Management, LLC ("ESLIM"), RBS Investment Management, LLC ("RBSIM"), Edward S. Lampert and William C. Crowley. The general partner of Partners and the manager of Investors is RBS. The general partner of RBS is Investments. ESLIM is the investment manager of Limited and the general partner of KPI and KPII. RBSIM is the general partner of Institutional. Investments is the general partner of CBL and Courtesy. Mr. Lampert is a controlling stockholder of Investments and the managing member of RBSIM and ESLIM. Mr. Crowley is the President and Chief Operating Officer of Investments, a member of RBSIM and ESLIM, and the sole member of Tynan.

14. Each of the ESL Parties, RBS, ESLIM, RBSIM, Investments, Mr. Lampert and Mr. Crowley may be deemed to be an indirect beneficial owner of the securities reported herein. The total amount of securities reported as beneficially owned by each of the ESL Parties is greater than Investments', Mr. Lampert's or Mr. Crowley's indirect pecuniary interest in such securities. The total amount of securities reported as beneficially owned by Institutional is greater than RBSIM's indirect pecuniary interest in such securities. The total amount of securities reported as beneficially owned by Limited, KPI and KPII, respectively, is greater than ESLIM's indirect pecuniary interest in such securities. The total amount of securities reported as beneficially owned by Partners and Investors, respectively, is greater than RBS's indirect pecuniary interest in such securities.

	/s/ William C. Crowley, for ESL Investments, Inc.	05/06/2004
	/s/ William C. Crowley, for ESL Partners, L.P.	05/06/2004
	/s/ William C. Crowley, for ESL Limited	05/06/2004
	/s/ William C. Crowley, for ESL Institutional Partners, L.P.	05/06/2004
	/s/ William C. Crowley, for ESL Investors, L.L.C.	05/06/2004
	/s/ William C. Crowley, for KP I Partners, L.P.	05/06/2004
	/s/ William C. Crowley, for KP II Partners, L.P.	05/06/2004
	/s/ William C. Crowley, for RBS Partners, L.P.	05/06/2004
	/s/ William C. Crowley, for RBS Investment Management, LLC	05/06/2004
	/s/ William C. Crowley, for ESL Investment Management, LLC	05/06/2004
	** 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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