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^*

Oglesby Charles R

(Last)

(First)

(Middle)

C/O ASBURY AUTOMOTIVE GROUP, INC.

2905 PREMIERE PARKWAY NW

(Street)

DULUTH

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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2011

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)
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, par value $.01 per share	08/01/2011		F		10,188⁽¹⁾	D	$0	62,987	D
Common stock, par value $.01 per share	08/01/2011		M		67,178	A	$0⁽²⁾	130,165	D
Common stock, par value $.01 per share	08/01/2011		F		28,518⁽³⁾	D	$0	101,647	D
Common stock, par value $.01 per share	08/01/2011		M		57,859⁽⁴⁾	A	$0	159,506	D
Common stock, par value $.01 per share	08/01/2011		F		24,562⁽⁵⁾	D	$0	134,944	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)
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)
Restricted Stock Units	⁽⁶⁾	08/01/2011		M			67,178	⁽⁷⁾	⁽⁷⁾	Common stock, par value $.01 per share	67,178	$0	0	D
Performance Shares (right to receive)	⁽⁸⁾	08/01/2011		M			57,859	⁽⁸⁾	⁽⁸⁾	Common stock, par value $.01 per share	57,859	$0	0	D

Explanation of Responses:

1. Represents the number of shares of the Issuer's common stock withheld for payment of taxes on shares of restricted stock that vested on July 31, 2011 pursuant to the retirement terms of the Reporting Person's second amended and restated employment agreement with the Issuer dated as of February 9, 2011 (the "Oglesby Employment Agreement").

2. Each restricted stock unit that vested is equal to one share of the Issuer's common stock. The Reporting Person was granted restricted stock units under the Issuer's 2002 Equity Incentive Plan on February 17, 2010. These restricted stock units vested on July 31, 2011 pursuant to the retirement terms of the Oglesby Employment Agreement.

3. Represents the number of shares of the Issuer's common stock withheld for payment of taxes on restricted stock units that vested on July 31, 2011.

4. These shares of the Issuer's common stock were awarded by the Issuer to the Reporting Person as settlement of certain non-derivative performance shares that were granted for the performance period of fiscal year 2010 (the "2010 Period"). Each performance share converts into one share of the Issuer's common stock and the vesting of such performance shares are contingent upon the Issuer meeting certain performance objectives over the 2010 Period. Had the Issuer's achieved 100% of its performance goals for the 2010 Period, the Reporting Person would have received 64,767 shares. The Issuer achieved 134% of its targeted performance goals for the 2010 Period and thus awarded the Reported Person 86,788 shares of its common stock, representing 134% of the targeted amount. One-third of the performance shares under this performance share award vested as of the grant date. The remaining two-thirds of the shares vested on July 31, 2011 pursuant to the Oglesby Employment Agreement.

5. Represents the number of shares of the Issuer's common stock withheld for payment of taxes on performance shares that vested on July 31, 2011.

6. Each restricted stock unit is equal to one share of the Issuer's common stock.

7. The restricted stock units vested on July 31, 2011 pursuant to the Oglesby Employment Agreement.

8. Each performance share represents a contingent right to receive one share of the Issuer's common stock based on the Issuer's performance during the fiscal year 2010 and the award granted to the Reporting Person as a result of such performance. These performance shares vested on July 31, 2011 pursuant to the Oglesby Employment Agreement.

Remarks:

	Darlene Quashie, Attorney-in-Fact	08/02/2011
	** 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.