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 |
|
|||||||||||||||
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
ASBURY AUTOMOTIVE GROUP INC [ ABG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 08/06/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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, par value $.01 per share | 08/03/2012 | G | V | 74,461(1) | D | $0 | 221,820 | D | ||
Common stock, par value $.01 per share | 08/06/2012 | M | 50,000 | A | $3.64 | 271,820 | D | |||
Common stock, par value $.01 per share | 08/06/2012 | S | 45,000 | D | $26.81(2) | 226,820 | D | |||
Common stock, par value $.01 per share | 08/06/2012 | G | V | 16,668(3) | D | $0 | 210,152 | D | ||
Common stock, par value $.01 per share | 08/06/2012 | G | V | 5,556(3) | A | $0 | 5,556(4) | I | by trust(4) | |
Common stock, par value $.01 per share | 08/06/2012 | G | V | 5,556(3) | A | $0 | 5,556(5) | I | by trust(5) | |
Common stock, par value $.01 per share | 08/06/2012 | G | V | 5,556(3) | A | $0 | 5,556(6) | I | by trust(6) | |
Common stock, par value $.01 per share | 08/07/2012 | M | 40,000 | A | $3.64 | 250,152 | D | |||
Common stock, par value $.01 per share | 08/07/2012 | S | 35,000 | D | $27.02(7) | 215,152 | D | |||
Common stock, par value $.01 per share | 08/08/2012 | M | 35,000 | A | $3.64 | 250,152 | D | |||
Common stock, par value $.01 per share | 08/08/2012 | S | 30,000 | D | $26.77(8) | 220,152 | D |
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 | ||||||||
Stock option (employee right to buy) | $3.64 | 08/06/2012 | M | 50,000 | (9) | 01/29/2019 | Common stock | 50,000 | $0 | 75,000 | D | ||||
Stock option (employee right to buy) | $3.64 | 08/07/2012 | M | 40,000 | (9) | 01/29/2019 | Common stock | 40,000 | $0 | 35,000 | D | ||||
Stock option (employee right to buy) | $3.64 | 08/08/2012 | M | 35,000 | (9) | 01/29/2019 | Common stock | 35,000 | $0 | 0 | D |
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 45,000 shares of the Issuer's common stock sold in the price range of $26.58 to $27.07 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. On August 6, 2012, the reporting person gifted an aggregate of 16,668 shares to three irrevocable trusts for the benefit of his children. The reporting person's spouse is the trustee of each trust. |
4. 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. |
5. Shares owned by the 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 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 35,000 shares of the Issuer's common stock sold in the price range of $26.69 to $27.44 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 30,000 shares of the Issuer's common stock sold in the price range of $26.56 to $27.00 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. |
9. The options vested in three equal installments on January 29, 2010, 2011 and 2012. |
Remarks: |
Craig T. Monaghan | 08/08/2012 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |