0000899243-22-017132.txt : 20220506 0000899243-22-017132.hdr.sgml : 20220506 20220506191001 ACCESSION NUMBER: 0000899243-22-017132 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220504 FILED AS OF DATE: 20220506 DATE AS OF CHANGE: 20220506 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LAMPERT EDWARD S CENTRAL INDEX KEY: 0001183200 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13107 FILM NUMBER: 22902829 MAIL ADDRESS: STREET 1: 1170 KANE CONCOURSE STREET 2: SUITE 200 CITY: BAY HARBOUR STATE: FL ZIP: 33154 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AUTONATION, INC. CENTRAL INDEX KEY: 0000350698 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 731105145 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 200 SW 1ST AVE STREET 2: SUITE 1600 CITY: FORT LAUDERDALE STATE: FL ZIP: 33301 BUSINESS PHONE: 9547696000 MAIL ADDRESS: STREET 1: 200 SW 1ST AVE STREET 2: SUITE 1600 CITY: FORT LAUDERDALE STATE: FL ZIP: 33301 FORMER COMPANY: FORMER CONFORMED NAME: AUTONATION, INC. /FL DATE OF NAME CHANGE: 20090827 FORMER COMPANY: FORMER CONFORMED NAME: AutoNation, Inc. /FL DATE OF NAME CHANGE: 20090827 FORMER COMPANY: FORMER CONFORMED NAME: AUTONATION INC /FL DATE OF NAME CHANGE: 19990407 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-05-04 0 0000350698 AUTONATION, INC. AN 0001183200 LAMPERT EDWARD S 1170 KANE CONCOURSE, SUITE 200 BAY HARBOR ISLANDS FL 33154 0 0 1 0 Common Stock, par value $0.01 per share 2022-05-04 4 S 0 98290 125.6787 D 9072314 D Common Stock, par value $0.01 per share 2022-05-04 4 J 1 55306 D 9017008 D Common Stock, par value $0.01 per share 2022-05-05 4 S 0 98 123.00 D 9016910 D Common Stock, par value $0.01 per share 2022-05-05 4 J 1 53406 D 8963504 D Common Stock, par value $0.01 per share 2022-05-06 4 J 1 6680 124.0194 D 8956824 D Common Stock, par value $0.01 per share 2022-05-06 4 J 0 52296 D 8904528 D Forward sale contract (obligation to sell) 2022-05-04 4 J 1 52632 D Common Stock, par value $0.01 per share 47287 473688 D Forward sale contract (obligation to sell) 2022-05-04 4 J 1 8926 D Common Stock, par value $0.01 per share 8019 80334 D Forward sale contract (obligation to sell) 2022-05-05 4 J 1 52632 D Common Stock, par value $0.01 per share 45662 421056 D Forward sale contract (obligation to sell) 2022-05-05 4 J 1 8926 D Common Stock, par value $0.01 per share 7744 71408 D Forward sale contract (obligation to sell) 2022-05-06 4 J 1 52632 D Common Stock, par value $0.01 per share 44713 368424 D Forward sale contract (obligation to sell) 2022-05-06 4 J 1 8926 D Common Stock, par value $0.01 per share 7583 62482 D Includes 1,649 shares of common stock of AutoNation, Inc. (the "Issuer"), par value $0.01 per share ("Shares") held by The Nicholas Floyd Lampert 2015 Trust ("The Nicholas Trust"), and 1,649 Shares held by The Nina Rose Lampert 2015 Trust (the "The Nina Trust" and, together with The Nicholas Trust, the "Trusts"). The reporting person may be deemed to have beneficial ownership of securities owned by the Trusts. The reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities. The reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, the beneficial owner of any securities covered by this statement. The reporting person delivered 47,287 of the Transaction #1 Pledged Shares (as defined below) to the unaffiliated bank counterparty (the "Bank") in connection with the physical settlement in respect of the 52,632 Transaction #1 Pledged Shares subject to the May 2, 2022 valuation date and a Settlement Price (as defined below) of $117.6877 pursuant to the terms of Transaction #1 (as defined below). The reporting person delivered 8,019 of the Transaction #2 Pledged Shares (as defined below) to the Bank in connection with the physical settlement in respect of the 8,926 Transaction #2 Pledged Shares subject to the May 2, 2022 valuation date and a Settlement Price of $117.6877 pursuant to the terms of Transaction #2 (as defined below). On October 25, 2021, the reporting person entered into a prepaid variable forward sale contract ("Transaction #1") with the Bank, which obligated the reporting person to deliver to the Bank up to 526,320 Shares (the "Transaction #1 Pledged Shares") (or, at Mr. Lampert's election, an equivalent amount of cash, as determined pursuant to the Transaction #1 documentation) on the applicable settlement dates beginning May 4, 2022. In exchange for entering into Transaction #1 and assuming this obligation, the reporting person received a cash payment of $51,268,069.61 on October 25, 2021. Transaction #1 was divided into ten individual components designated by valuation date, which are the ten trading days from May 2, 2022 through May 13, 2022, inclusively, of which the number of Shares with respect to each component is 52,632 (each, the "Transaction #1 Component Share Number" for the relevant component). Also on October 25, 2021, the reporting person entered into a separate prepaid variable forward sale contract ("Transaction #2") with the Bank, which obligated the reporting person to deliver to the Bank up to 89,260 Shares (the "Transaction #2 Pledged Shares", and together with the Transaction #1 Pledged Shares, the "Pledged Shares") (or, at Mr. Lampert's election, an equivalent amount of cash, as determined pursuant to the Transaction #2 documentation) on the applicable settlement dates beginning May 4, 2022. In exchange for entering into Transaction #2 and assuming this obligation, the reporting person received a cash payment of $8,694,687.44 on October 25, 2021. Transaction #2 was also divided into ten individual components designated by valuation date, which are also the ten trading days from May 2, 2022 through May 13, 2022, inclusively, of which the number of Shares with respect to each component is 8,926 (each, (Continued from footnote 4) the "Transaction #1 Component Share Number" for the relevant component). On the settlement date for each component (beginning on May 4, 2022), the reporting person was obligated to deliver to the Bank a number of Shares determined as follows (or, at the reporting person's election, the reporting person may pay an equivalent amount in cash on the applicable settlement date, as determined pursuant to the Transaction #1 documentation or Transaction #2 documentation, as applicable): (a) if the volume weighted average trading price per Share on the valuation date, as determined pursuant to the Transaction #1 documentation or Transaction #2 documentation, as applicable, for the relevant component (the "Settlement Price") is less than $105.7352 (the "Floor Price"), either the Transaction #1 Component Share Number or the Transaction #2 Component Share Number, as applicable for the relevant component; (b) if the Settlement Price is between the Floor Price and $231.2958 (the "Cap Price"), either the Transaction #1 Component Share Number or the Transaction #2 (Continued from footnote 6) Component Share Number, as applicable for the relevant component, multiplied by the Floor Price divided by the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, either the Transaction #1 Component Share Number or the Transaction #2 Component Share Number, as applicable for the relevant component, multiplied by (1 - ((Cap Price - Floor Price), divided by the Settlement Price)). The reporting person retains all voting rights and dispositive power over all of the Pledged Shares during the term of the applicable pledge, subject to the Bank's exercise of default remedies. The reporting person delivered 45,662 of the Transaction #1 Pledged Shares to the Bank in connection with the physical settlement in respect of the 52,632 Transaction #1 Pledged Shares subject to the May 3, 2022 valuation date and a Settlement Price of $121.8757 pursuant to the terms of Transaction #1. The reporting person delivered 7,744 of the Transaction #2 Pledged Shares to the Bank in connection with the physical settlement in respect of the 8,926 Transaction #2 Pledged Shares subject to the May 3, 2022 valuation date and a Settlement Price of $121.8757 pursuant to the terms of Transaction #2. The reporting person delivered 44,713 of the Transaction #1 Pledged Shares to the Bank in connection with the physical settlement in respect of the 52,632 Transaction #1 Pledged Shares subject to the May 4, 2022 valuation date and a Settlement Price of $124.4616 pursuant to the terms of Transaction #1. The reporting person delivered 7,583 of the Transaction #2 Pledged Shares to the Bank in connection with the physical settlement in respect of the 8,926 Transaction #2 Pledged Shares subject to the May 4, 2022 valuation date and a Settlement Price of $124.4616 pursuant to the terms of Transaction #2. /s/ Edward S. Lampert 2022-05-06