X0202 4 2006-09-29 0001144980 ASBURY AUTOMOTIVE GROUP INC NYSE:ABG 0000920539 FS EQUITY PARTNERS INTERNATIONAL L P C/O PAGET-BROWN & COMPANY, LTD. WEST WINDS BUILDING, THIRD FLOOR GRAND CAYMAN E9 CAYMAN ISLANDS 0 0 1 0 0001045621 FS INTERNATIONAL HOLDINGS LTD C/O PAGET-BROWN & COMPANY, LTD. WEST WINDS BUILDING, THIRD FLOOR GRAND CAYMAN E9 CAYMAN ISLANDS 0 0 1 0 Common stock, par value $0.01 per share 2006-09-29 4 S 0 2717 17.67 D 92668 I By Asbury Automotive Holdings LLC The shares were sold in an underwritten offering to the public at a price of $18.50 per share (the "Public Offering Price"). The $17.67 price per share realized by the Reporting Person is equal to the Public Offering Price net of an underwriting discount of $0.83 per share. This Form 4 is being filed by more than one reporting person. Asbury Automotive Holdings, L.L.C., a Delaware limited liability company ("Asbury LLC"), is the record holding of the securities reported on this Form 4 (the "FS Shares"). Pursuant to its limited liability company agreement, Asbury LLC holds the FS Shares for the benefit of F.S. Equity Partners International, L.P., a Delaware limited partnership (the "Partnership"), which holds a membership interest in Asbury LLC. FS&Co. International, L.P., a Cayman Islands limited partnership (the "General Partner"), is the sole general partner of the Partnership. FS International Holdings Limited, a Cayman Island exempted company limited by shares ("FS International Holdings"), is the sole general partner of the General Partner. Each of the General Partner and FS International Holdings disclaim beneficial ownership of the FS Shares except to the extent of their indirect pecuniary interest therein. John M. Roth is a director of Asbury Automotive Group, Inc. Mr. Roth is a director, officer and shareholder of FS International Holdings. Mr. Roth disclaims beneficial ownership of the FS Shares indirectly owned by FS International Holdings, except to the extent of his individual indirect pecuniary interests therein. Lynne A. Burgess, Attorney-in-Fact 2006-10-03