8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 2, 2020

Penske Automotive Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-12297	22-3086739
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)
2555 Telegraph Road, Bloomfield Hills, Michigan		48302
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code:		248-648-2500
	Not Applicable
Former name or former address, if changed since last report

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Voting Common Stock, par value $0.0001 per share	PAG	New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.04.Temporary Suspension of Trading under Registrant’s Employee Benefit Plans.

We have provided notice to participants in the Penske Automotive Group, Inc. 401(k) Savings and Retirement Plan (the “Plan”) that there will be a blackout period with respect to the Plan’s company stock fund that is invested in our common stock. The blackout period is required in connection with the Plan’s transition to a new recordkeeper, Principal Financial Group. The blackout period will permit the transmission and verification of data concerning the accounts under the Plan from the existing recordkeeper to the new recordkeeper.

The blackout period is expected to begin on December 3, 2020 at 1:00 p.m. Eastern Time and to end during the week of December 7, 2020. The exact date on which the blackout period will end is not known at this time because it will depend on when the process of transferring and verifying data to Principal Financial Group is complete.

On November 2, 2020, we provided a notice to our directors and executive officers informing them that, during the blackout period, they will be restricted from purchasing, acquiring, selling or otherwise transferring our common stock or our other equity securities except as otherwise permitted by Regulation BTR. A copy of such notice is filed hereto as Exhibit 99.1 and incorporated by reference herein.

Stockholders and other interested persons may obtain, without charge, the actual beginning and ending dates of the blackout period by contacting Charlie Sidner by mail at 2555 Telegraph Road, Bloomfield Hills, MI 48302, or by phone at (248) 648-2500.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Index

Exhibit No.	Description
99.1	Blackout Notice.
104	Cover Page Interactive Data File (formatted as inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Penske Automotive Group, Inc.
November 2, 2020	By:	/s/ Shane M. Spradlin
		Name: Shane M. Spradlin
		Title: Executive Vice President

EX-99.1

Exhibit 99.1

Date:November 2, 2020

To: Executive Officers and Directors of Penske Automotive Group, Inc

Re:    Upcoming Blackout Period

This notice is to inform you that, as directors and executive officers of Penske Automotive Group, Inc. (the “Company” or “we”), you will be prohibited from trading in the Company’s common stock during an upcoming blackout period. This blackout period is required in connection with the transition of the Penske Automotive Group, Inc. 401(k) Savings and Retirement Plan (the “Plan”) to a new recordkeeper, Principal Financial Group. As a result of the transition to a new recordkeeper, Plan participants will be temporarily unable to obtain loans or distributions from the Plan or reallocate their accounts, including with respect to assets invested in the Company’s stock fund. The blackout period is currently expected to begin on December 3, 2020 at 1:00 p.m. Eastern Time and to end during the week of December 7, 2020. The exact date on which the blackout period will end is not known at this time because it will depend on when the process of transferring and verifying data to Principal Financial Group is complete.

The blackout period is required in accordance with the Sarbanes-Oxley Act of 2002 and the SEC’s Regulation BTR, which prohibit an issuer’s directors and executive officers from directly or indirectly purchasing, selling or otherwise acquiring or transferring any equity securities of the issuer, including pursuant to options to acquire shares or other derivative securities, during a blackout period under the issuer’s retirement plans. This trading restriction prohibits directors and executive officers of the Company from trading within the Plan as well as trading outside the Plan. The restriction applies whether or not you are a participant in, or eligible to participate in, the Plan.

The trading prohibition above does not apply, however, to certain transactions, such as qualified Rule 10b5-1 trading plan transactions and bona fide gifts. Although there are certain limited exempt transactions, the rules are complex, and engaging in a transaction that violates the rules could result in both civil and criminal penalties. Please contact Shane Spradlin at 248-648-2500, before you, any immediate family member living with you or any trust or other entity in which you have an interest engages in any acquisition, sale or other disposition of ordinary shares of the Company during the blackout period or if you believe that a transaction in which you have an interest may occur during the blackout period.

If you have any questions concerning this notice, please contact Shane Spradlin by mail at 2555 Telegraph Road, Bloomfield Hills, MI 48302, or by phone at (248) 648-2500.  You may obtain, without charge, information as to whether the blackout period has begun or ended by contacting Mr. Spradlin at the address or telephone number listed above.

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XML

Document and Entity Information	Nov. 02, 2020
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Nov. 02, 2020
Entity File Number	1-12297
Entity Registrant Name	Penske Automotive Group, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	22-3086739
Entity Address, Address Line One	2555 Telegraph Road
Entity Address, City or Town	Bloomfield Hills
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	48302
City Area Code	248
Local Phone Number	648-2500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Voting Common Stock, par value $0.0001 per share
Trading Symbol	PAG
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001019849
Amendment Flag	false