X0306 4 2018-01-10 0001031203 GROUP 1 AUTOMOTIVE INC GPI 0001191535 HESTERBERG EARL J 800 GESSNER SUITE 500 HOUSTON TX 77024 1 1 President & CEO Common Stock 2018-01-10 4 S 0 1229 78.5357 D 0 I Susan Hesterberg, Trustee of Irrevocable Trust J Common Stock 2018-01-10 4 S 0 1228 78.5357 D 0 I Susan Hesterberg, Trustee of Irrevocable Trust B Common Stock 2018-01-10 4 S 0 1229 78.5357 D 0 I Susan Hesterberg, Trustee of Irrevocable Trust M Common Stock 2018-01-10 4 S 0 7500 78.5357 D 0 I BH 2016 Irrevocable Trust Common Stock 2018-01-10 4 S 0 4414 78.5357 D 3086 I MH 2016 Irrevocable Trust Common Stock 2018-01-10 4 S 0 3086 79.672 D 0 I MH 2016 Irrevocable Trust Common Stock 2018-01-10 4 S 0 1314 79.672 D 214628 I Hesterberg Management Trust Common Stock 2018-01-11 4 S 0 2191 79.0441 D 212437 I Hesterberg Management Trust Common Stock 2018-01-11 4 S 0 13209 80.0286 D 199228 I Hesterberg Management Trust Common Stock 2018-01-11 4 S 0 4600 80.3604 D 194628 I Hesterberg Management Trust Common Stock 108440.17 D The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.34 to $79.29, inclusive. The reporting person undertakes to provide to Group 1 Automotive, Inc., any security holder of Group 1 Automotive, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 2 to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.41 to $80.18, inclusive. The reporting person undertakes to provide to Group 1 Automotive, Inc., any security holder of Group 1 Automotive, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 3 to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.50 to $79.49, inclusive. The reporting person undertakes to provide to Group 1 Automotive, Inc., any security holder of Group 1 Automotive, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 4 to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.50 to $80.49, inclusive. The reporting person undertakes to provide to Group 1 Automotive, Inc., any security holder of Group 1 Automotive, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 5 to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.50 to $81.07, inclusive. The reporting person undertakes to provide to Group 1 Automotive, Inc., any security holder of Group 1 Automotive, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 6 to this Form 4. /s/ Beth Sibley, attorney-in-fact for Earl J. Hesterberg 2018-01-12