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Filing Details

Accession Number:: 0000899243-22-017132
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-05-06 19:10:01
Reporting Period:: 2022-05-04

Accepted Time:: 2022-05-06 19:10:01
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
350698	Autonation Inc.	AN	Retail-Auto Dealers & Gasoline Stations (5500)	731105145

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1183200	S Edward Lampert	1170 Kane Concourse, Suite 200 Bay Harbor Islands FL 33154		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock, Par Value $0.01 Per Share	Disposition	2022-05-04	98,290	$125.68	9,072,314	No	4	S	Direct
Common Stock, Par Value $0.01 Per Share	Disposition	2022-05-04	55,306	$0.00	9,017,008	Yes	4	J	Direct
Common Stock, Par Value $0.01 Per Share	Disposition	2022-05-05	98	$123.00	9,016,910	No	4	S	Direct
Common Stock, Par Value $0.01 Per Share	Disposition	2022-05-05	53,406	$0.00	8,963,504	Yes	4	J	Direct
Common Stock, Par Value $0.01 Per Share	Disposition	2022-05-06	6,680	$124.02	8,956,824	Yes	4	J	Direct
Common Stock, Par Value $0.01 Per Share	Disposition	2022-05-06	52,296	$0.00	8,904,528	No	4	J	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	S	Direct
Yes	4	J	Direct
No	4	S	Direct
Yes	4	J	Direct
Yes	4	J	Direct
No	4	J	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock, Par Value $0.01 Per Share	Forward sale contract (obligation to sell)	Disposition	2022-05-04	52,632	$0.00	47,287	$0.00
Common Stock, Par Value $0.01 Per Share	Forward sale contract (obligation to sell)	Disposition	2022-05-04	8,926	$0.00	8,019	$0.00
Common Stock, Par Value $0.01 Per Share	Forward sale contract (obligation to sell)	Disposition	2022-05-05	52,632	$0.00	45,662	$0.00
Common Stock, Par Value $0.01 Per Share	Forward sale contract (obligation to sell)	Disposition	2022-05-05	8,926	$0.00	7,744	$0.00
Common Stock, Par Value $0.01 Per Share	Forward sale contract (obligation to sell)	Disposition	2022-05-06	52,632	$0.00	44,713	$0.00
Common Stock, Par Value $0.01 Per Share	Forward sale contract (obligation to sell)	Disposition	2022-05-06	8,926	$0.00	7,583	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
473,688	Yes	4	J	Direct
80,334	Yes	4	J	Direct
421,056	Yes	4	J	Direct
71,408	Yes	4	J	Direct
368,424	Yes	4	J	Direct
62,482	Yes	4	J	Direct

Footnotes

Includes 1,649 shares of common stock of AutoNation, Inc. (the "Issuer"), par value $0.01 per share ("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 "The Nina Trust" and, together with The Nicholas Trust, the "Trusts"). The reporting person may be deemed to have beneficial ownership of securities owned by the Trusts. The reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities. The reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, the beneficial owner of any securities covered by this statement.
The reporting person delivered 47,287 of the Transaction #1 Pledged Shares (as defined below) to the unaffiliated bank counterparty (the "Bank") in connection with the physical settlement in respect of the 52,632 Transaction #1 Pledged Shares subject to the May 2, 2022 valuation date and a Settlement Price (as defined below) of $117.6877 pursuant to the terms of Transaction #1 (as defined below). The reporting person delivered 8,019 of the Transaction #2 Pledged Shares (as defined below) to the Bank in connection with the physical settlement in respect of the 8,926 Transaction #2 Pledged Shares subject to the May 2, 2022 valuation date and a Settlement Price of $117.6877 pursuant to the terms of Transaction #2 (as defined below).
On October 25, 2021, the reporting person entered into a prepaid variable forward sale contract ("Transaction #1") with the Bank, which obligated the reporting person to deliver to the Bank up to 526,320 Shares (the "Transaction #1 Pledged Shares") (or, at Mr. Lampert's election, an equivalent amount of cash, as determined pursuant to the Transaction #1 documentation) on the applicable settlement dates beginning May 4, 2022. In exchange for entering into Transaction #1 and assuming this obligation, the reporting person received a cash payment of $51,268,069.61 on October 25, 2021. Transaction #1 was divided into ten individual components designated by valuation date, which are the ten trading days from May 2, 2022 through May 13, 2022, inclusively, of which the number of Shares with respect to each component is 52,632 (each, the "Transaction #1 Component Share Number" for the relevant component).
Also on October 25, 2021, the reporting person entered into a separate prepaid variable forward sale contract ("Transaction #2") with the Bank, which obligated the reporting person to deliver to the Bank up to 89,260 Shares (the "Transaction #2 Pledged Shares", and together with the Transaction #1 Pledged Shares, the "Pledged Shares") (or, at Mr. Lampert's election, an equivalent amount of cash, as determined pursuant to the Transaction #2 documentation) on the applicable settlement dates beginning May 4, 2022. In exchange for entering into Transaction #2 and assuming this obligation, the reporting person received a cash payment of $8,694,687.44 on October 25, 2021. Transaction #2 was also divided into ten individual components designated by valuation date, which are also the ten trading days from May 2, 2022 through May 13, 2022, inclusively, of which the number of Shares with respect to each component is 8,926 (each,
(Continued from footnote 4) the "Transaction #1 Component Share Number" for the relevant component).
On the settlement date for each component (beginning on May 4, 2022), the reporting person was obligated to deliver to the Bank a number of Shares determined as follows (or, at the reporting person's election, the reporting person may pay an equivalent amount in cash on the applicable settlement date, as determined pursuant to the Transaction #1 documentation or Transaction #2 documentation, as applicable): (a) if the volume weighted average trading price per Share on the valuation date, as determined pursuant to the Transaction #1 documentation or Transaction #2 documentation, as applicable, for the relevant component (the "Settlement Price") is less than $105.7352 (the "Floor Price"), either the Transaction #1 Component Share Number or the Transaction #2 Component Share Number, as applicable for the relevant component; (b) if the Settlement Price is between the Floor Price and $231.2958 (the "Cap Price"), either the Transaction #1 Component Share Number or the Transaction #2
(Continued from footnote 6) Component Share Number, as applicable for the relevant component, multiplied by the Floor Price divided by the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, either the Transaction #1 Component Share Number or the Transaction #2 Component Share Number, as applicable for the relevant component, multiplied by (1 - ((Cap Price - Floor Price), divided by the Settlement Price)). The reporting person retains all voting rights and dispositive power over all of the Pledged Shares during the term of the applicable pledge, subject to the Bank's exercise of default remedies.
The reporting person delivered 45,662 of the Transaction #1 Pledged Shares to the Bank in connection with the physical settlement in respect of the 52,632 Transaction #1 Pledged Shares subject to the May 3, 2022 valuation date and a Settlement Price of $121.8757 pursuant to the terms of Transaction #1. The reporting person delivered 7,744 of the Transaction #2 Pledged Shares to the Bank in connection with the physical settlement in respect of the 8,926 Transaction #2 Pledged Shares subject to the May 3, 2022 valuation date and a Settlement Price of $121.8757 pursuant to the terms of Transaction #2.
The reporting person delivered 44,713 of the Transaction #1 Pledged Shares to the Bank in connection with the physical settlement in respect of the 52,632 Transaction #1 Pledged Shares subject to the May 4, 2022 valuation date and a Settlement Price of $124.4616 pursuant to the terms of Transaction #1. The reporting person delivered 7,583 of the Transaction #2 Pledged Shares to the Bank in connection with the physical settlement in respect of the 8,926 Transaction #2 Pledged Shares subject to the May 4, 2022 valuation date and a Settlement Price of $124.4616 pursuant to the terms of Transaction #2.