X0303 4 2010-06-30 0 0000350698 AUTONATION, INC. AN 0001183200 LAMPERT EDWARD S 200 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 0001126396 ESL INVESTMENTS INC 200 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 0000860585 RBS PARTNERS L P /CT 200 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 0000923727 ESL PARTNERS, L.P. 200 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 0001249806 ESL INVESTORS LLC 200 GREENWICH AVE GREENWICH CT 06830 0 0 1 0 Common Stock, par value $0.01 per share 2010-06-30 5 J 0 E 14658509 0 D 44117331 I See Footnotes Common Stock, par value $0.01 per share 2010-06-30 5 J 0 E 14658509 0 D 0 I See Footnotes Common Stock, par value $0.01 per share 12882401 I See Footnotes Common Stock, par value $0.01 per share 6704 I See Footnotes Common Stock, par value $0.01 per share 5220154 I See Footnotes Common Stock, par value $0.01 per share 102995 I See Footnotes Common Stock, par value $0.01 per share 18425406 D As part of an internal restructuring by the Reporting Persons that occurred on June 2, 2010, ESL Partners, L.P. ("Partners") made a partial distribution of shares of common stock, par value $0.01 per share ("Shares"), of AutoNation, Inc. (the "Issuer") to its general partner, RBS Partners, L.P. ("RBS") based on RBS's pro rata share of the assets of Partners. Of that distribution, a portion of the Shares indirectly owned by Edward S. Lampert was initially retained by Partners pending expiration or termination of the waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended ("HSR Approval"). The Reporting Persons received notification of HSR Approval on June 16, 2010. On June 30, 2010, Partners distributed these 14,658,509 Shares to RBS, following which RBS immediately distributed the Shares to Mr. Lampert. Mr. Lampert is a party to an agreement with Partners that generally requires Mr. Lampert to sell these Shares received, and to make certain purchases of additional Shares of the Issuer, on a pro rata basis with Partners, at the same time and on substantially the same economic terms and conditions (subject to certain legal, tax, accounting or regulatory considerations). As a result of this internal restructuring, the combined direct and indirect ownership of Mr. Lampert in the Issuer and the pecuniary interest of Mr. Lampert in the Issuer did not change. These Shares are held by Partners. These Shares were distributed by RBS to Mr. Lampert as a result of the transactions described in footnotes 1 and 2 above. These Shares are held by RBS. These Shares are held in an account established by the investment member of ESL Investors, L.L.C. ("Investors"). These Shares are held by ESL Institutional Partners, L.P. ("Institutional"). These Shares are held by CBL. These Shares are held in grantor retained annuity trusts, of which Mr. Lampert is the trustee. These Shares include 14,658,509 Shares distributed by RBS as a result of the transactions described in footnotes 1 and 2 above. As a result of these distributions, Mr. Lampert directly holds Shares in which he previously held an indirect interest. These Shares are held by Mr. Lampert. This Form 4 is filed on behalf of Mr. Lampert, ESL Investments, Inc. ("Investments"), RBS, Partners and Investors. RBS is the general partner of Partners and the managing member of Investors. RBS Investment Management, L.L.C. ("RBSIM") is the general partner of Institutional. Investments is the general partner of RBS and CBL and the manager of RBSIM. Mr. Lampert is the Chairman, Chief Ex-ecutive Officer and Director of Investments. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), each of the Reporting Persons may be deemed to be the beneficial owner of the securities reported herein only to the extent of his or its pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that any of the Reporting Persons is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount. /s/ EDWARD S. LAMPERT (See signatures of Reporting Persons as Exhibit 99.1) 2010-06-30