COO, Non-Franchised Business Koehler David L converted options into 4,066 shares and covered exercise/tax liability with 1,507 shares, increasing direct ownership by 19% to 15,919 units (SEC Form 4)
$AN
Retail-Auto Dealers and Gas Stations
Consumer Discretionary
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AUTONATION, INC. [ AN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/01/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $0.01 per share | 03/01/2025 | M | 1,333 | A | (1) | 14,693 | D | |||
| Common Stock, par value $0.01 per share | 03/01/2025 | M | 984 | A | (1) | 15,677 | D | |||
| Common Stock, par value $0.01 per share | 03/01/2025 | M | 971 | A | (1) | 16,648 | D | |||
| Common Stock, par value $0.01 per share | 03/01/2025 | M | 778 | A | (1) | 17,426 | D | |||
| Common Stock, par value $0.01 per share | 03/01/2025 | F | 1,507 | D | $182.37 | 15,919 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (1) | 03/01/2025 | M | 1,333 | (2) | (2) | Common Stock, par value $0.01 per share | 1,333 | $0 | 0 | D | ||||
| Restricted Stock Units | (1) | 03/01/2025 | M | 984 | (3) | (3) | Common Stock, par value $0.01 per share | 984 | $0 | 0 | D | ||||
| Restricted Stock Units | (1) | 03/01/2025 | M | 971 | (4) | (4) | Common Stock, par value $0.01 per share | 971 | $0 | 972 | D | ||||
| Restricted Stock Units | (1) | 03/01/2025 | M | 778 | (5) | (5) | Common Stock, par value $0.01 per share | 778 | $0 | 1,754 | D | ||||
| Restricted Stock Units | (6) | 03/01/2025 | A | 2,280 | (6) | (6) | Common Stock, par value $0.01 per share | 2,280 | $0 | 2,280 | D | ||||
| Explanation of Responses: |
| 1. The restricted stock units converted into shares of AutoNation common stock on a one-for-one basis. |
| 2. The reporting person received a grant of 5,329 restricted stock units on March 1, 2021. The restricted stock units vested in 25% annual increments on each of the first four anniversaries of the grant date. Each restricted stock unit represented a contingent right to receive one share of the registrant's common stock, or at the registrant's election, the cash value thereof. |
| 3. The reporting person received a grant of 2,953 restricted stock units on March 8, 2022. The restricted stock units vested in one-third annual increments on each of the first three anniversaries of the grant date. Each restricted stock unit represented a contingent right to receive one share of the registrant's common stock, or at the registrant's election, the cash value thereof. |
| 4. The reporting person received a grant of 2,915 restricted stock units on March 1, 2023. The restricted stock units will vest in one-third annual increments on each of the first three anniversaries of the grant date. Each restricted stock unit represents a contingent right to receive one share of the registrant's common stock or at the registrant's election, the cash value thereof. |
| 5. The reporting person received a grant of 2,631 restricted stock units on March 1, 2024. The restricted stock units will vest in one-third annual increments on each of the first three anniversaries of the grant date. Each restricted stock unit represents a contingent right to receive one share of the registrant's common stock or at the registrant's election, the cash value thereof. |
| 6. The restricted stock units were granted on March 1, 2025 and will vest in one-third annual increments on each of the first three anniversaries of the grant date. Each restricted stock unit represents a contingent right to receive one share of the registrant's common stock or at the registrant's election, the cash value thereof. |
| Remarks: |
| /s/ C. Coleman Edmunds, Attorney-in-Fact | 03/04/2025 | |
| ** 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 4 (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. | ||