X0306 4 2014-02-15 0001144980 ASBURY AUTOMOTIVE GROUP INC ABG 0001536653 Sawicki Michael C/O ASBURY AUTOMOTIVE GROUP, INC. 2905 PREMIERE PARKWAY NW, SUITE 300 DULUTH GA 30097 0 1 0 0 Controller & CAO Common Stock 2014-02-15 4 M 0 550 0 A 5266 D Common Stock 2014-02-15 4 F 0 179 49.26 D 5087 D Common Stock 2014-02-15 4 M 0 650 0 A 5737 D Common Stock 2014-02-15 4 F 0 214 49.26 D 5523 D Common Stock 2014-02-15 4 F 0 197 49.26 D 5326 D Common Stock 2014-02-15 4 F 0 163 49.26 D 5163 D Performance Share Units 2014-02-15 4 M 0 550 0 D Common Stock par value $.01 per share 550 0 D Performance Share Units 2014-02-15 4 M 0 650 0 D Common Stock par value $.01 per share 650 650 D Represents shares of the Issuer's common stock issued to Mr. Sawicki upon the vesting of performance share units granted on February 15, 2011. This transaction represents the vesting of the third and final tranche of this award. Represents the number of shares of the Issuer's common stock withheld for payment of taxes upon the vesting of performance share units granted to Mr. Sawicki on February 15, 2011. Represents shares of the Issuer's common stock issued to Mr. Sawicki upon the vesting of performance share units granted on February 15, 2012. This transaction represents the vesting of the second tranche of this award. Represents the number of shares of the Issuer's common stock withheld for payment of taxes upon the vesting of performance share units granted to Mr. Sawicki on February 15, 2012. Represents the number of shares of the Issuer's common stock withheld for payment of taxes upon the vesting of restricted stock granted to Mr. Sawicki on February 15, 2011. Represents the number of shares of the Issuer's common stock withheld for payment of taxes upon the vesting of restricted stock granted to Mr. Sawicki on February 15, 2012. Each performance share unit converts into one share of the Issuer's common stock and was granted based upon the Issuer meeting certain performance objectives in the performance period of fiscal year 2011 (the "2011 Period"). One-third of the 1,650 performance share units granted to Mr. Sawicki on February 15, 2011 vested on March 13, 2012, an additional one-third vested on February 15, 2013 and the remaining one-third vested on February 15, 2014. Each performance share unit converts into one share of the Issuer's common stock and was granted based upon the Issuer meeting certain performance objectives in the performance period of fiscal year 2012 (the "2012 Period"). One-third of the 1,950 performance share units granted to Mr. Sawicki vested on March 18, 2013, an additional one-third vested on February 15, 2014 and the remaining one-third will vest on February 15, 2015. In order for the remaining performance share units to vest on February 15, 2015, Mr. Sawicki must be an employee of the Issuer on such date. /s/ George A. Villasana, Attorney in Fact 2014-02-19