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*
LAMPERT EDWARD S

(Last) (First) (Middle)
1170 KANE CONCOURSE
SUITE 200

(Street)
BAY HARBOR FL 33154

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AUTONATION, INC. [ 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)
10/31/2012
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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 10/31/2012 S 13,527 D $44.44 (1) 18,613,805 D (2) (3) (4) (5)
Common Stock, par value $0.01 per share 10/31/2012 S 189,792 D $44.44 (1) 32,178,084 I See Footnotes (2) (3) (4) (5) (6)
Common Stock, par value $0.01 per share 10/31/2012 S 7,435 D $44.44 (1) 1,857,249 I See Footnotes (2) (3) (4) (5) (7)
Common Stock, par value $0.01 per share 10/31/2012 S 9,561 D $44.44 (1) 2,388,523 I See Footnotes (2) (3) (4) (5) (8)
Common Stock, par value $0.01 per share 10/31/2012 S 26 D $44.44 (1) 6,500 I See Footnotes (2) (3) (4) (5) (9)
Common Stock, par value $0.01 per share 10/31/2012 S 20,257 D $44.44 (1) 5,060,425 I See Footnotes (2) (3) (4) (5) (10)
Common Stock, par value $0.01 per share 11/01/2012 S 16,839 D $44.31 (11) 18,596,966 D (2) (3) (4) (5)
Common Stock, par value $0.01 per share 11/01/2012 S 236,259 D $44.31 (11) 31,941,825 I See Footnotes (2) (3) (4) (5) (6)
Common Stock, par value $0.01 per share 11/01/2012 S 9,255 D $44.31 (11) 1,847,994 I See Footnotes (2) (3) (4) (5) (7)
Common Stock, par value $0.01 per share 11/01/2012 S 11,902 D $44.31 (11) 2,376,621 I See Footnotes (2) (3) (4) (5) (8)
Common Stock, par value $0.01 per share 11/01/2012 S 32 D $44.31 (11) 6,468 I See Footnotes (2) (3) (4) (5) (9)
Common Stock, par value $0.01 per share 11/01/2012 S 25,216 D $44.31 (11) 5,035,209 I See Footnotes (2) (3) (4) (5) (10)
Common Stock, par value $0.01 per share 11/02/2012 S 10,902 D $43.87 (12) 18,586,064 D (2) (3) (4) (5)
Common Stock, par value $0.01 per share 11/02/2012 S 152,962 D $43.87 (12) 31,788,863 I See Footnotes (2) (3) (4) (5) (6)
Common Stock, par value $0.01 per share 11/02/2012 S 5,992 D $43.87 (12) 1,842,002 I See Footnotes (2) (3) (4) (5) (7)
Common Stock, par value $0.01 per share 11/02/2012 S 7,706 D $43.87 (12) 2,368,915 I See Footnotes (2) (3) (4) (5) (8)
Common Stock, par value $0.01 per share 11/02/2012 S 21 D $43.87 (12) 6,447 I See Footnotes (2) (3) (4) (5) (9)
Common Stock, par value $0.01 per share 11/02/2012 S 16,326 D $43.87 (12) 5,018,883 I See Footnotes (2) (3) (4) (5) (10)
Common Stock, par value $0.01 per share 11/02/2012 S 1,659 D $44.54 (13) 18,584,405 D (2) (3) (4) (5)
Common Stock, par value $0.01 per share 11/02/2012 S 23,269 D $44.54 (13) 31,765,594 I See Footnotes (2) (3) (4) (5) (6)
Common Stock, par value $0.01 per share 11/02/2012 S 911 D $44.54 (13) 1,841,091 I See Footnotes (2) (3) (4) (5) (7)
Common Stock, par value $0.01 per share 11/02/2012 S 1,172 D $44.54 (13) 2,367,743 I See Footnotes (2) (3) (4) (5) (8)
Common Stock, par value $0.01 per share 11/02/2012 S 3 D $44.54 (13) 6,444 I See Footnotes (2) (3) (4) (5) (9)
Common Stock, par value $0.01 per share 11/02/2012 S 2,483 D $44.54 (13) 5,016,400 I See Footnotes (2) (3) (4) (5) (10)
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
1. Name and Address of Reporting Person*
LAMPERT EDWARD S

(Last) (First) (Middle)
1170 KANE CONCOURSE
SUITE 200

(Street)
BAY HARBOR FL 33154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ESL PARTNERS, L.P.

(Last) (First) (Middle)
1170 KANE CONCOURSE
SUITE 200

(Street)
BAY HARBOR FL 33154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SPE II Partners, L.P.

(Last) (First) (Middle)
1170 KANE CONCOURSE, SUITE 200

(Street)
BAY HARBOR FL 33154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SPE Master II, L.P.

(Last) (First) (Middle)
1170 KANE CONCOURSE, SUITE 200

(Street)
BAY HARBOR FL 33154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
RBS PARTNERS L P /CT

(Last) (First) (Middle)
1170 KANE CONCOURSE
SUITE 200

(Street)
BAY HARBOR FL 33154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ESL INSTITUTIONAL PARTNERS LP

(Last) (First) (Middle)
1170 KANE CONCOURSE, SUITE 200

(Street)
BAY HARBOR FL 33154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
RBS INVESTMENT MANAGEMENT LLC

(Last) (First) (Middle)
1170 KANE CONCOURSE, SUITE 200

(Street)
BAY HARBOR FL 33154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ESL INVESTMENTS INC

(Last) (First) (Middle)
1170 KANE CONCOURSE
SUITE 200

(Street)
BAY HARBOR FL 33154

(City) (State) (Zip)
Explanation of Responses:
1. This price represents the approximate weighted average price per share of common stock of AutoNation, Inc. (the "Issuer"), par value $0.01 per share (each, a "Share"), of sales that were executed at prices ranging from $44.15 to $44.75 per Share. The Reporting Persons undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.
2. This statement is jointly filed by and on behalf of each of Edward S. Lampert, ESL Partners, L.P. ("Partners"), SPE II Partners, LP ("SPE II"), SPE Master II, LP ("SPE Master II"), RBS Partners, L.P. ("RBS"), ESL Institutional Partners, L.P. ("Institutional"), RBS Investment Management, L.L.C. ("RBSIM") and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE II, SPE Master II, Institutional and CBL Partners, L.P. ("CBL") are the direct beneficial owners of the securities covered by this statement.
3. RBS is the general partner of each of Partners, SPE II and SPE Master II and may be deemed to beneficially own securities owned by Partners, SPE II and SPE Master II. RBSIM is the general partner of, and may be deemed to beneficially own securities owned by, Institutional. ESL is the general partner of RBS, the general partner of CBL and the manager of RBSIM. ESL may be deemed to beneficially own securities owned by RBS, CBL and RBSIM. Mr. Lampert is the Chairman, Chief Executive Officer and Director of ESL and may be deemed to beneficially own securities owned by ESL.
4. The reporting persons state that neither the filing of this statement nor anything herein shall be deemed an admission that such persons are, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the beneficial owners of any securities covered by this statement. The reporting persons disclaim beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such persons in such securities.
5. The reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Exchange Act. The reporting persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer.
6. Represents shares directly beneficially owned by Partners.
7. Represents shares directly beneficially owned by SPE II.
8. Represents shares directly beneficially owned by SPE Master II.
9. Represents shares directly beneficially owned by Institutional.
10. Represents shares directly beneficially owned by CBL.
11. This price represents the approximate weighted average price per Share of sales that were executed at prices ranging from $44.20 to $44.55 per Share. The Reporting Persons undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.
12. This price represents the approximate weighted average price per Share of sales that were executed at prices ranging from $43.40 to $44.39 per Share. This Reporting Person undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.
13. This price represents the approximate weighted average price per Share of sales that were executed at prices ranging from $44.40 to $44.72 per Share. The Reporting Person understake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.
EDWARD S. LAMPERT, /s/ Edward S. Lampert 11/02/2012
ESL PARTNERS, L.P., By: RBS Partners, L.P., Its: General Partner, By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 11/02/2012
SPE II PARTNERS, LP, By: RBS Partners, L.P., Its: General Partner, By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 11/02/2012
SPE MASTER II, LP, By: RBS Partners, L.P., Its: General Partner, By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 11/02/2012
RBS PARTNERS, L.P., By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 11/02/2012
ESL INSTITUTIONAL PARTNERS, L.P., By: RBS Investment Management, L.L.C., Its: General Partner, By: ESL Investments, Inc., Its: Manager, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 11/02/2012
RBS INVESTMENT MANAGEMENT, L.L.C., By: ESL Investments, Inc., Its: Manager, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 11/02/2012
ESL INVESTMENTS, INC., By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 11/02/2012
** Signature of Reporting Person Date
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* 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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