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AUTONATION, INC. Director's Dealing 2013

Aug 12, 2013

30725_dirs_2013-08-12_685bfebc-c1cb-4c77-b150-b5f5c0ed99cd.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTONATION, INC. (AN)
CIK: 0000350698
Period of Report: 2013-08-08

Reporting Person: LAMPERT EDWARD S (10% Owner)
Reporting Person: ESL PARTNERS, L.P. (10% Owner)
Reporting Person: SPE II Partners, L.P. (10% Owner)
Reporting Person: SPE Master II, L.P. (10% Owner)
Reporting Person: RBS PARTNERS L P /CT (10% Owner)
Reporting Person: ESL INSTITUTIONAL PARTNERS LP (10% Owner)
Reporting Person: RBS INVESTMENT MANAGEMENT LLC (10% Owner)
Reporting Person: CBL Partners, L.P. (10% Owner)
Reporting Person: ESL INVESTMENTS INC (10% Owner)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-08-08 Common Stock, par value $0.01 per share S 181689 $49.01 Disposed 18388694 Direct
2013-08-08 Common Stock, par value $0.01 per share S 13504 $49.01 Disposed 2344328 Indirect
2013-08-08 Common Stock, par value $0.01 per share S 10500 $49.01 Disposed 1822884 Indirect
2013-08-08 Common Stock, par value $0.01 per share S 16709 $49.01 Disposed 2900826 Indirect
2013-08-08 Common Stock, par value $0.01 per share S 37 $49.01 Disposed 6380 Indirect
2013-08-09 Common Stock, par value $0.01 per share S 223044 $48.52 Disposed 18165650 Direct
2013-08-09 Common Stock, par value $0.01 per share S 16577 $48.52 Disposed 2327751 Indirect
2013-08-09 Common Stock, par value $0.01 per share S 12890 $48.52 Disposed 1809994 Indirect
2013-08-09 Common Stock, par value $0.01 per share S 20512 $48.52 Disposed 2880314 Indirect
2013-08-09 Common Stock, par value $0.01 per share S 45 $48.52 Disposed 6335 Indirect
2013-08-12 Common Stock, par value $0.01 per share S 29538 $48.11 Disposed 18136112 Direct
2013-08-12 Common Stock, par value $0.01 per share S 2195 $48.11 Disposed 2325556 Indirect
2013-08-12 Common Stock, par value $0.01 per share S 1707 $48.11 Disposed 1808287 Indirect
2013-08-12 Common Stock, par value $0.01 per share S 2717 $48.11 Disposed 2877597 Indirect
2013-08-12 Common Stock, par value $0.01 per share S 6 $48.11 Disposed 6329 Indirect

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock, par value $0.01 per share 13153514 Indirect

Footnotes

F1: This price represents the approximate weighted average price per share of common stock of AutoNation, Inc. (the "Issuer"), par value $0.01 per share (each, a "Share"), of sales that were executed at prices ranging from $49.00 to $49.10 per Share. The Reporting Persons undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.

F2: This statement is jointly filed by and on behalf of each of Edward S. Lampert, ESL Partners, L.P. ("Partners"), SPE II Partners, LP ("SPE II"), SPE Master II, LP ("SPE Master II"), RBS Partners, L.P. ("RBS"), ESL Institutional Partners, L.P. ("Institutional"), RBS Investment Management, L.L.C. ("RBSIM"), CBL Partners, L.P. ("CBL") and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE II, SPE Master II, Institutional and CBL are the direct beneficial owners of the securities covered by this statement.

F3: RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE II and SPE Master II. RBSIM is the general partner of, and may be deemed to beneficially own securities owned by, Institutional. ESL is the general partner of RBS, the general partner of CBL and the manager of RBSIM. ESL may be deemed to beneficially own securities owned by RBS, CBL and RBSIM. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to beneficially own securities owned by, ESL.

F4: The reporting persons state that neither the filing of this statement nor anything herein shall be deemed an admission that such persons are, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the beneficial owners of any securities covered by this statement. The reporting persons disclaim beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such persons in such securities.

F5: The reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Exchange Act. The reporting persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer.

F6: Represents shares directly beneficially owned by SPE Master II.

F7: Represents shares directly beneficially owned by SPE II.

F8: Represents shares directly beneficially owned by CBL.

F9: Represents shares directly beneficially owned by Institutional.

F10: This price represents the approximate weighted average price per Share of sales that were executed at prices ranging from $48.45 to $48.71 per Share. The Reporting Persons undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.

F11: This price represents the approximate weighted average price per Share of sales that were executed at prices ranging from $48.00 to $48.42 per Share. The Reporting Persons undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.

F12: Represents shares directly beneficially owned by Partners.