SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Stax William Frederick

(Last)

(First)

(Middle)

C/O ASBURY AUTOMOTIVE GROUP, INC.

2905 PREMIERE PARKWAY NW, SUITE 300

(Street)

DULUTH

30097

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/15/2015

3. Issuer Name and Ticker or Trading Symbol
ASBURY AUTOMOTIVE GROUP INC [ ABG ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	84	D
Common Stock⁽¹⁾	150⁽¹⁾	D
Common Stock⁽²⁾	210⁽²⁾	D
Common Stock⁽³⁾	321⁽³⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Performance Share Units⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	203	⁽⁴⁾	D
Performance Share Units⁽⁵⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	305	⁽⁵⁾	D

Explanation of Responses:

1. Represents unvested shares of restricted stock granted on February 20, 2013. Such shares will vest on February 20, 2016.

2. Represents unvested shares of restricted stock granted on February 5, 2014. Such shares will vest in equal amounts on February 5, 2016 and February 5, 2017.

3. Represents unvested shares of restricted stock granted on February 5, 2015. Such shares will vest in equal amounts on February 5, 2016, February 5, 2017 and February 5, 2018.

4. Represents unvested Performance Share Units granted to the Reporting Person on February 20, 2013. Each performance share unit converts into one share of the Issuer's common stock upon vesting. Such units will vest on February 20, 2016.

5. Represents unvested Performance Share Units granted to the Reporting Person on February 5, 2014. Each performance share unit converts into one share of the Issuer's common stock upon vesting. Such units will vest in equal amounts on February 5, 2016 and February 5, 2017.

Remarks:

	/s/ George A. Villasana, Attorney In Fact	07/21/2015
	** 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 5 (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.