X0306 4 2018-01-02 0001031203 GROUP 1 AUTOMOTIVE INC GPI 0001224909 BARTH CARIN MARCY 800 GESSNER SUITE 500 HOUSTON TX 77077 1 Common Stock 2131 D Restricted Stock Units 0 2018-01-02 4 A 0 2640 0 A Common Stock 2640 2640 D Each restricted stock unit represents a contingent right to receive one share of Group 1 Automotive, Inc. common stock. The vested restricted stock units held by a director are settled in shares of our common stock, cash, or a combination thereof, as determined by the Compensation Committee, upon the termination of the director's membership on our Board of Directors. In the event that a director's membership on our Board of Directors is terminated for any reason other than retirement, death or disability, the director, for no consideration, forfeits to us all of the unvested shares of restricted stock or restricted stock units. Any unvested restricted stock and any restricted stock units may not be sold or otherwise transferred. Vested shares will be delivered to the reporting person following retirement from the Board of Directors of Group 1 Automotive, Inc. /s/ Beth Sibley, attorney-in-fact for Carin M. Barth 2018-01-04