X0306 4 2012-11-07 0001031203 GROUP 1 AUTOMOTIVE INC GPI 0001450331 O'Hara J. Brooks 800 GESSNER SUITE 500 HOUSTON TX 77024 1 VP, Human Resources Common Stock 2012-11-07 4 F 0 529 63.35 D 44534.31 D Employee Stock Option (Right to Buy) 19.47 2012-11-13 Common Stock 0 0 D Employee Stock Option (Right to Buy) 29.255 2014-11-16 Common Stock 0 0 D Grant has a graded vesting schedule. Date exercisable will vary for each vesting tranche. The option was granted on 11/13/2002 and vests 40% on the second anniversary of the grant and thereafter in 20% increments annually. /s/ J. Brooks O'Hara 2012-11-09