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. 64) *
AutoNation, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
05329W102
(CUSIP Number)
Bruce Newsome, Esq.
Haynes and Boone, LLP
2801 N. Harwood Street, Suite 2300
Dallas, Texas 75201
(214) 651-5000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 20, 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. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | 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, as amended (“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.
ESL Partners, L.P. | |||||
| 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)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
2,203 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
2,203 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,203 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
Less than 0.1% (1) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Based upon 41,684,578 Shares outstanding as of March 4, 2024, as disclosed in the Issuer’s Proxy Statement on Schedule 14A, that was filed by the Issuer with the SEC on March 14, 2024. |
CUSIP No. 05329W102
| 1. |
Names of Reporting Persons.
RBS Partners, L.P | |||||
| 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)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
2,203 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
2,203 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,203 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
Less than 0.1% (1) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Based upon 41,684,578 Shares outstanding as of March 4, 2024, as disclosed in the Issuer’s Proxy Statement on Schedule 14A, that was filed by the Issuer with the SEC on March 14, 2024. |
CUSIP No. 05329W102
| 1. |
Names of Reporting Persons.
ESL Investments, Inc. | |||||
| 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)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
2,203 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
2,203 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,203 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
Less than 0.1% (1) | |||||
| 14. | Type of Reporting Person (See Instructions)
CO | |||||
| (1) | Based upon 41,684,578 Shares outstanding as of March 4, 2024, as disclosed in the Issuer’s Proxy Statement on Schedule 14A, that was filed by the Issuer with the SEC on March 14, 2024. |
CUSIP No. 05329W102
| 1. |
Names of Reporting Persons.
The Lampert Foundation | |||||
| 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)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Connecticut | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
162,002 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
162,002 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
162,002 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
0.4% (1) | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Based upon 41,684,578 Shares outstanding as of March 4, 2024, as disclosed in the Issuer’s Proxy Statement on Schedule 14A, that was filed by the Issuer with the SEC on March 14, 2024. |
CUSIP No. 05329W102
| 1. |
Names of Reporting Persons.
Edward S. Lampert | |||||
| 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)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
4,168,375 (1) | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
4,168,375 (1) | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,168,375 (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)
9.99% (2) | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | Includes 1,649 Shares held by The Nicholas Trust, 1,649 Shares held by The Nina Trust, 162,002 Shares held by the Foundation and 2,203 Shares held in the Liability Accounts controlled by ESL. |
| (2) | Based upon 41,684,578 Shares outstanding as of March 4, 2024, as disclosed in the Issuer’s Proxy Statement on Schedule 14A, that was filed by the Issuer with the SEC on March 14, 2024. |
This Amendment No. 64 to Schedule 13D (this “Amendment”) relates to shares of common stock, par value $0.01 per share (the “Shares”), of AutoNation, Inc., a Delaware corporation (the “Issuer”). This Amendment amends the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission (the “SEC”) by ESL Partners, L.P., a Delaware limited partnership (“ESL”), RBS Partners, L.P., a Delaware limited partnership (“RBS”), ESL Investments, Inc., a Delaware corporation (“Investments”), The Lampert Foundation, a Connecticut trust (the “Foundation”), and Edward S. Lampert, a United States citizen, by furnishing the information set forth below. Except as otherwise specified in this Amendment, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D, as previously amended, filed with the SEC.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented as follows:
“On October 7, 2022, ESL divested beneficial ownership for purposes of Section 13(d) of the Act of an aggregate of 2,205 Shares that were held in the Liability Accounts controlled by ESL or its designee that were established on behalf of, and for the benefit of, certain Redeeming Limited Partners that previously redeemed all of their interest in ESL in lieu of ESL withholding a reasonable reserve from the amounts that would have otherwise been distributable to such Redeeming Limited Partners for the purpose of satisfying the relevant Redeeming Limited Partner’s share of any contingent liabilities of, or claims against, ESL. These divestures of Shares were made at the direction and for the benefit of these Redeeming Limited Partners on a pro rata basis.”
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety as follows:
“(a)-(b) Each Filing Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
Each Filing Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each Filing Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.
As of March 22, 2024, the Filing Persons may be deemed to beneficially own the Shares set forth in the table below.
| FILING PERSON |
NUMBER
OF |
PERCENTAGE |
SOLE VOTING |
SHARED |
SOLE |
SHARED | ||||||
| ESL Partners, L.P. |
2,203 (1) | Less than 0.1% (2) | 2,203 (1) | 0 | 2,203 (1) | 0 | ||||||
| RBS Partners, L.P. |
2,203 (1) | Less than 0.1% (2) | 2,203 (1) | 0 | 2,203 (1) | 0 | ||||||
| ESL Investments, Inc. |
2,203 (1) | Less than 0.1% (2) | 2,203 (1) | 0 | 2,203 (1) | 0 | ||||||
| The Lampert Foundation |
162,002 | 0.4% (2) | 162,002 | 0 | 162,002 | 0 | ||||||
| Edward S. Lampert |
4,168,375 (1)(3)(4) |
9.99% (2) | 4,168,375 (1)(3)(4) |
0 | 4,168,375 (1)(3)(4) |
0 |
| (1) | This number includes 2,203 Shares held in the Liability Accounts controlled by ESL. RBS is the general partner of, and may be deemed to indirectly beneficially own securities owned by, ESL. Investments is the general partner of, and may be deemed to indirectly beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to indirectly beneficially own securities owned by, Investments. |
| (2) | This is based upon 41,684,578 Shares outstanding as of March 4, 2024, as disclosed in the Issuer’s Proxy Statement on Schedule 14A, that was filed by the Issuer with the SEC on March 14, 2024. |
| (3) | This number includes 4,000,872 Shares held by Mr. Lampert, 1,649 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 Nina Trust” and, together with The Nicholas Trust, the “Trusts”). |
| (4) | This number includes 162,002 Shares held by the Foundation. Mr. Lampert and his wife Kinga Keh Lampert are co-trustees of, and may be deemed to indirectly beneficially own securities owned by, the Foundation. |
(c) Other than as set forth on Annex B hereto, there have been no transactions in the class of securities reported on that were effected by the Filing Persons during the past sixty days or since the most recent filing of Schedule 13D, whichever is less.
(d) Not applicable.
(e) Not applicable.”
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 is hereby amended and supplemented as follows:
“The information set forth in each of Item 3 and Item 4 of this Schedule 13D is incorporated by reference into this Item 6.”
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: March 22, 2024 | ESL PARTNERS, L.P. | |||||
| By: RBS Partners, L.P., as its general partner | ||||||
| By: ESL Investments, Inc., as its general partner | ||||||
| By: | /s/ Edward S. Lampert | |||||
| Name: | Edward S. Lampert | |||||
| Title: | Chief Executive Officer | |||||
| RBS PARTNERS, L.P. | ||||||
| By: ESL Investments, Inc., as its general partner | ||||||
| By: | /s/ Edward S. Lampert | |||||
| Name: | Edward S. Lampert | |||||
| Title: | Chief Executive Officer | |||||
| ESL INVESTMENTS, INC. | ||||||
| By: | /s/ Edward S. Lampert | |||||
| Name: | Edward S. Lampert | |||||
| Title: | Chief Executive Officer | |||||
| THE LAMPERT FOUNDATION | ||||||
| By: | /s/ Edward S. Lampert | |||||
| Name: | Edward S. Lampert | |||||
| Title: | Co-Trustee | |||||
| EDWARD S. LAMPERT | ||||||
| By: | /s/ Edward S. Lampert | |||||
ANNEX B
RECENT TRANSACTIONS BY THE FILING PERSONS IN THE SECURITIES OF AUTONATION, INC.
| Entity |
Date of Transaction |
Description of Transaction |
Shares Disposed |
Price Per Share |
||||||||
| Edward S. Lampert |
01/22/2024 | Open Market Sales | 380,497 | $ | 143.1237 | |||||||
| Edward S. Lampert |
02/12/2024 | Open Market Sales | 10,804 | $ | 154.5559 | |||||||
| Edward S. Lampert |
03/20/2024 | Open Market Sales | 100,000 | $ | 161.256 | |||||||
| Edward S. Lampert |
03/21/2024 | Open Market Sales | 163,100 | $ | 164.6371 | |||||||