X0306 4 2014-03-04 0001144980 ASBURY AUTOMOTIVE GROUP INC ABG 0001458964 Kearney Michael C/O ASBURY AUTOMOTIVE GROUP, INC. 2905 PREMIERE PARKWAY NW, SUITE 300 DULUTH GA 30097 1 1 0 0 EVP & COO Common Stock 2014-03-04 4 M 0 13891 0 A 60501 D Common Stock 2014-03-04 4 F 0 5828 53.13 D 54673 D Performance Share Units 2014-03-04 4 A 0 27783 0 A Common Stock Par Value $.01 per share 27783 27783 D Performance Share Units 2014-03-04 4 M 0 13891 0 D Common Stock Par Value $.01 per share 13891 13892 D Represents shares of the Issuer's common stock issued to Mr. Kearney upon the vesting of performance share units granted on February 20, 2013. This transaction represents the vesting of one-half of the award. Represents the number of shares of the Issuer's common stock withheld for payment of taxes upon the vesting of performance share units, and the conversion of such units into shares of the Issuer's common stock, granted to Mr. Kearney on February 20, 2013. Represents grant of performance share units that was contingent upon the issuers meeting certain performance objectives, which objectives were certified as having been met on March 4, 2014. Each performance share unit converts into one share of the Issuer's common stock upon vesting. One-half of the performance share units granted to Mr. Kearney on February 20, 2013 vested upon certification of the objectives having been met, which occurred on March 4, 2014, and the remaining one-half vests on February 20, 2015, which is the anniversary of the grant date. /s/ George A. Villasana, Attorney in Fact 2014-03-06