SEC Form SC 13D/A filed by AutoNation Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
AutoNation, Inc.
(Name of Issuer)
Common Stock, Par Value $0.01
(Title of Class of Securities)
05329W102
(CUSIP Number)
Jeff Shim, Esq.
2365 Carillon Point
Kirkland, WA 98033
(425) 889-7900
(Name,
Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 13, 2024
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 05329W102
| 1. | Names
of Reporting Persons Cascade Investment, L.L.C. | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | ¨ | ||||
| 3. | SEC Use Only | ||||
| 4. | Source
of Funds (See Instructions) WC | ||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e) o | ||||
| 6. | Citizenship
or Place of Organization State of Washington | ||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole
Voting Power 9,871,303 (1) | |||
| 8. | Shared
Voting Power -0- | ||||
| 9. | Sole
Dispositive Power 9,871,303 (1) | ||||
| 10. | Shared
Dispositive Power -0- | ||||
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 9,871,303 (1) | ||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | ||||
| 13. | Percent
of Class Represented by Amount in Row (11) 23.7% (2) | ||||
| 14. | Type
of Reporting Person (See Instructions) OO | ||||
(1) All shares of the common stock, $0.01 par value per share (the “Common Stock”), of AutoNation, Inc. (the “Issuer”) held by Cascade Investment, L.L.C. (“Cascade”), may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade.
(2) Based on 41,600,000 shares of Common Stock outstanding as of December 31, 2023, as reported in Exhibit 99.1 to the Issuer’s Form 8-K filed on February 13, 2024.
CUSIP No. 05329W102
| 1. | Names
of Reporting Persons William H. Gates III | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | ¨ | ||||
| 3. | SEC Use Only | ||||
| 4. | Source
of Funds (See Instructions) WC | ||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e) o | ||||
| 6. | Citizenship
or Place of Organization United States of America | ||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole
Voting Power 9,871,303 (1) | |||
| 8. | Shared
Voting Power -0- | ||||
| 9. | Sole
Dispositive Power 9,871,303 (1) | ||||
| 10. | Shared
Dispositive Power -0- | ||||
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 9,871,303 (1) | ||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | ||||
| 13. | Percent
of Class Represented by Amount in Row (11) 23.7% (2) | ||||
| 14. | Type
of Reporting Person (See Instructions) IN | ||||
(1) All shares of the Common Stock of the Issuer held by Cascade may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade.
(2) Based on 41,600,000 shares of Common Stock outstanding as of December 31, 2023, as reported in Exhibit 99.1 to the Issuer’s Form 8-K filed on February 13, 2024.
EXPLANATORY STATEMENT
This Amendment No. 2 to Schedule 13D (“Amendment”) amends and supplements the Schedule 13D previously filed by Cascade Investment, L.L.C. (“Cascade”) and William H. Gates III (together with Cascade, the “Reporting Persons”) with the Securities and Exchange Commission on February 21, 2023, as amended July 24, 2023, relating to the common stock, par value $0.01 per share (the “Common Stock”), of AutoNation, Inc. (the “Issuer”). The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. Information in the Schedule 13D remains in effect except to the extent that it is amended or superseded by subsequently filed information, including information in this Amendment.
This Amendment is being filed due to an increase in the percentage of the Reporting Persons’ ownership resulting from a decrease in the Issuer’s outstanding shares of Common Stock, and not as a result of recent acquisitions by the Reporting Persons.
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See items 11 and 13 of the cover pages to this Amendment for the aggregate number of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons. | |
| (b) | See items 7 through 10 of the cover pages to this Amendment for the number of Common Stock beneficially owned by each of the Reporting Persons as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, and sole or shared power to dispose or to direct the disposition. | |
| (c) | None. | |
| (d) | None. | |
| (e) | Not applicable. | |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: February 13, 2024 | CASCADE INVESTMENT, L.L.C.(1) | ||
| By | * | ||
| Name: | Alan Heuberger(2) | ||
| Title: | Attorney-in-fact for Michael Larson, | ||
| Business Manager | |||
| WILLIAM H. GATES III(1) | |||
| By | * | ||
| Name: | Alan Heuberger(3) | ||
| Title: | Attorney-in-fact | ||
| *By: | /s/ Alan Heuberger | |
| Alan Heuberger |
| (1) | This Amendment is being filed jointly by the Reporting Persons pursuant to the Joint Filing Agreement dated February 21, 2023, and included with the signature page to the Reporting Persons’ Schedule 13D filed with respect to the Issuer on February 21, 2023, SEC File No. 005-40342, and incorporated by reference herein. |
| (2) | Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger attorney-in-fact, dated October 11, 2013, by and on behalf of Michael Larson, filed as Exhibit 99.1 to Amendment No. 9 to Cascade’s Schedule 13D with respect to Western Asset/Claymore Inflation-Linked Opportunities & Income Fund on December 11, 2013, SEC File No. 005-81261, and incorporated by reference herein. |
| (3) | Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger attorney-in-fact, dated August 12, 2008, by and on behalf of William H. Gates III, filed as Exhibit 99.2 to Amendment No. 1 to Cascade’s Schedule 13D with respect to Otter Tail Corporation on April 15, 2009, SEC File No. 005-06638, and incorporated by reference herein. |