X0306 4 2014-03-04 0001144980 ASBURY AUTOMOTIVE GROUP INC ABG 0001422057 Villasana George A C/O ASBURY AUTOMOTIVE GROUP, INC. 2905 PREMIERE PARKWAY NW, SUITE 300 DULUTH GA 30097 0 1 0 0 VP, GC and Secretary Common Stock 2014-03-04 4 M 0 2700 0 A 21199 D Common Stock 2014-03-04 4 F 0 901 53.13 D 20298 D Performance Share Units 2014-03-04 4 A 0 8100 0 A Common Stock Par Value $.01 per share 8100 8100 D Performance Share Units 2014-03-04 4 M 0 2700 0 D Common Stock Par Value $.01 per share 2700 5400 D Represents shares of the Issuer's common stock issued to Mr. Villasana upon the vesting of performance share units granted on February 20, 2013. This transaction represents the vesting of one-third 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. Villasana 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-third of the performance share units granted to Mr. Villasana on February 20, 2013 vested upon certification of the objectives having been met, which occurred on March 4, 2014, an additional one-third vests on February 20, 2015 and the remaining one-third vests on February 20, 2016. /s/ George A. Villasana 2014-03-06