AUTONATION, INC. — Director's Dealing 2010

Jun 3, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTONATION, INC. (AN)
CIK: 0000350698
Period of Report: 2010-06-02

Reporting Person: CROWLEY WILLIAM C (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-06-02	Common Stock, par value $0.01 per share	J	89687	—	Acquired	142476	Indirect
2010-06-02	Common Stock, par value $0.01 per share	J	9839	—	Acquired	152315	Indirect

Footnotes

F1: As part of an internal restructuring by the Reporting Persons that occurred on June 2, 2010, ESL Partners, L.P. ("Partners") distributed these shares of common stock, par value $0.01 per share ("Shares"), of AutoNation, Inc. (the "Issuer") to its general partner, RBS Partners, L.P. ("RBS"). RBS then immediately distributed 575,973 of these Shares to Edward S. Lampert and 89,687 of these Shares to William C. Crowley. Mr. Lampert and Mr. Crowley are parties to an agreement with Partners that generally requires Mr. Lampert and Mr. Crowley to sell these Shares received, and to make certain purchases of additional Shares of the Issuer, on a pro rata basis with Partners, at the same time and on substantially the same economic terms and conditions (subject to certain legal, tax, accounting or regulatory considerations).

F2: The internal restructuring transactions described herein will result in direct ownership by Mr. Lampert and Mr. Crowley of a portion of their indirect ownership interests in the Issuer. Specifically, Partners is making a partial distribution to RBS based on RBS's pro rata share of the assets of Partners. Of that distribution, a portion of the Shares indirectly owned by Mr. Lampert will initially be retained by ESL Partners and, upon expiration or termination of the waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended ("HSR Approval"), will be distributed to RBS, which in turn will make a distribution to Mr. Lampert. Filing for HSR Approval is expected to be made shortly.

F3: As a result of this internal restructuring, described in footnote 1 above and footnote 5 below, both after the distribution of Shares reflected in this filing, and after the additional distribution of Shares to Mr. Lampert upon receiving HSR Approval, the combined direct and indirect ownership of Mr. Lampert and Mr. Crowley in the Issuer, and the pecuniary interest of each of Mr. Lampert and Mr. Crowley in the Issuer, will not change.

F4: These Shares are held by Tynan, LLC, ("Tynan") a limited liability company of which Mr. Crowley is the sole member.

F5: These Shares were distributed by CBL Partners, L.P. ("CBL") to Mr. Lampert and Mr. Crowley. As a result of this transaction, Mr. Crowley directly holds Shares in which he previously held an indirect interest through his interest in CBL.

F6: These Shares are held by Tynan.

F7: This Form 4 is filed on behalf of Mr. Crowley. Mr. Crowley is the President and Chief Operating Officer of ESL Investments, Inc. ("Investments"), which together with various of its affiliates beneficially owns securities of the Issuer. Mr. Crowley disclaims beneficial ownership of all securities of the Issuer beneficially owned by Investments and Mr. Lampert. Mr. Lampert is separately filing a Statement of Changes in Beneficial Ownership on Form 4 in connection with these transactions and disclaims beneficial ownership of all securities beneficially owned by Mr. Crowley.