SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Sawicki Michael

(Last)

(First)

(Middle)

C/O ASBURY AUTOMOTIVE GROUP, INC.

2905 PREMIERE PARKWAY NW

(Street)

DULUTH

30097

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/06/2011

3. Issuer Name and Ticker or Trading Symbol
ASBURY AUTOMOTIVE GROUP INC [ ABG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Controller & PAO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock, par value $.01 per share	1,488	D
Common stock, par value $.01 per share	2,445⁽¹⁾	D
Common stock, par value $.01 per share	1,650⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Performance share (right to receive)	⁽³⁾	⁽³⁾	Common stock, par value $.01 per share	2,234	$0	D
Stock option (employee right to buy)	11/21/2011⁽⁴⁾	11/21/2018	Common stock, par value $.01 per share	3,334	$3.65	D

Explanation of Responses:

1. The reporting person was granted restricted stock under the Issuer's 2002 Equity Incentive Plan on February 16, 2010. The vesting of this restricted stock is in three equal installments, which began on February 16, 2011.

2. The reporting person was granted restricted stock under the Issuer's 2002 Equity Incentive Plan on February 15, 2011. This restricted stock vests in three equal installments beginning on February 15, 2012.

3. Each performance share represents a contingent right to receive a share of the Issuer's common stock based on the Issuer's performance during the performance period of the fiscal year 2010 (the "2010 Period") and the award of 3,350 shares of common stock granted to the reporting person on March 15, 2011 as a result of the Company's performance during the 2010 Period. One-third of the 3,350 shares were vested as of March 15, 2011 and the remaining shares vest ratably over the second and third anniversaries of the grant date. In order for the reporting person to receive these performance shares on the second and third anniversaries of the grant date, the reporting person must be an employee of the Issuer on such dates.

4. The reporting person was granted this stock option on November 21, 2008.

Remarks:

	Darlene Quashie, Attorney-in-Fact	12/13/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.