Page 3 of 5 – SEC Filing
This Amendment No. 2 (this “Amendment”) reflects changes to the information in the Schedule 13D relating to the Common Stock of Asbury Automotive Group, Inc. (the “Issuer”) filed with the Securities and Exchange Commission (the “Commission”) on January 9, 2015 by MSD Capital, L.P. and MSD SBI, L.P., as amended by Amendment No. 1, filed with the Commission on May 5, 2016 (as amended, the “Schedule 13D”). Each capitalized term used and not defined in this Amendment shall have the meaning assigned to such term in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.
Items 5 and 7 are hereby amended and supplemented as follows:
| Item 5. | Interest in Securities of the Issuer | ||||
| Items 5(a) and (b) are hereby amended and restated in their entirety as follows: | |||||
| A. | MSD Capital L.P. | ||||
| (a) | As of the date hereof, MSD Capital, L.P. beneficially owns, in aggregate, 0 Shares, representing 0% of the Issuer’s outstanding Shares (based on 20,817,702 Shares of the Issuer outstanding as of October 24, 2017 as reported in the Issuer’s Form 10-Q filed with the Commission on October 25, 2017). | ||||
| (b) | Number of shares as to which such person has: | ||||
| (i) | Sole power to vote or direct the vote: -0- | ||||
| (ii) | Shared power to vote or direct the vote: -0- | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | ||||
| (iv) | Shared power to dispose or direct the disposition: -0- | ||||
| B. | MSD SBI, L.P. | ||||
| (a) | As of the date hereof, MSD SBI, L.P. beneficially owns, in aggregate, 0 Shares, representing 0% of the Issuer’s outstanding Shares (based on 20,817,702 Shares of the Issuer outstanding as of October 24, 2017 as reported in the Issuer’s Form 10-Q filed with the Commission on October 25, 2017). | ||||
| (b) | Number of shares as to which such person has: | ||||
| (i) | Sole power to vote or direct the vote: -0- | ||||
| (ii) | Shared power to vote or direct the vote: -0- | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | ||||
| (iv) | Shared power to dispose or direct the disposition: -0- | ||||
| C. | MSD Capital Management, LLC | ||||
| (a) | As of the date hereof, MSD Capital Management, LLC beneficially owns, in aggregate, 0 Shares, representing 0% of the Issuer’s outstanding Shares (based on 20,817,702 Shares of the Issuer outstanding as of October 24, 2017 as reported in the Issuer’s Form 10-Q filed with the Commission on October 25, 2017). | ||||
| (b) | Number of shares as to which such person has: | ||||
| (i) | Sole power to vote or direct the vote: -0- | ||||
| (ii) | Shared power to vote or direct the vote: 0 | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | ||||
| (iv) | Shared power to dispose or direct the disposition: 0 | ||||
| D. | Glenn R. Fuhrman | ||||
| (a) | As of the date hereof, Glenn R. Fuhrman beneficially owns, in aggregate, 0 Shares, representing 0% of the Issuer’s outstanding Shares (based on 20,817,702 Shares of the Issuer outstanding as of October 24, 2017 as reported in the Issuer’s Form 10-Q filed with the Commission on October 25, 2017). | ||||
| (b) | Number of shares as to which such person has: | ||||
| (i) | Sole power to vote or direct the vote: -0- | ||||
| (ii) | Shared power to vote or direct the vote: 0 | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | ||||
| (iv) | Shared power to dispose or direct the disposition: 0 | ||||
| E. | Marc R. Lisker | ||||
| (a) | As of the date hereof, Marc R. Lisker beneficially owns, in aggregate, 0 Shares, representing 0% of the Issuer’s outstanding Shares (based on 20,817,702 Shares of the Issuer outstanding as of October 24, 2017 as reported in the Issuer’s Form 10-Q filed with the Commission on October 25, 2017). | ||||
| (b) | Number of shares as to which such person has: | ||||
| (i) | Sole power to vote or direct the vote: -0- | ||||
| (ii) | Shared power to vote or direct the vote: 0 | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | ||||
| (iv) | Shared power to dispose or direct the disposition: 0 | ||||
| F. | John C. Phelan | ||||
| (a) | As of the date hereof, John C. Phelan beneficially owns, in aggregate, 0 Shares, representing 0% of the Issuer’s outstanding Shares (based on 20,817,702 Shares of the Issuer outstanding as of October 24, 2017 as reported in the Issuer’s Form 10-Q filed with the Commission on October 25, 2017). | ||||
| (b) | Number of shares as to which such person has: | ||||
| (i) | Sole power to vote or direct the vote: -0- | ||||
| (ii) | Shared power to vote or direct the vote: 0 | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | ||||
| (iv) | Shared power to dispose or direct the disposition: 0 | ||||
Item 5(c) is hereby supplemented as follows:
On December 4, 2017, MSD SBI distributed all of the Shares it held to Michael S. Dell and other representatives of MSD Capital in a private transaction There was no sale of Shares in the open market by MSD SBI on that date.. Following this transaction, on December 5, 2017, Michael S. Dell gifted 1,475,266 Shares to the Michael & Susan Dell Foundation, a private foundation of which Michael S. Dell is President and Director. Concurrent with this filing, Michael S. Dell, Susan Dell and the Michael & Susan Dell Foundation are jointly filing an initial Schedule 13G to disclose their acquisition.
Follow Asbury Automotive Group Inc (NYSE:ABG)
Follow Asbury Automotive Group Inc (NYSE:ABG)
Receive real-time insider trading and news alerts
We may use your email to send marketing emails about our services. Click here to read our privacy policy.
