AUTONATION, INC. — Director's Dealing 2011

Sep 2, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTONATION, INC. (AN)
CIK: 0000350698
Period of Report: 2011-08-31

Reporting Person: LAMPERT EDWARD S (10% Owner)
Reporting Person: ESL INVESTMENTS INC (10% Owner)
Reporting Person: RBS PARTNERS L P /CT (10% Owner)
Reporting Person: ESL PARTNERS, L.P. (10% Owner)
Reporting Person: ESL INVESTORS LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-08-31	Common Stock, par value $0.01 per share	S	265054	$40.88	Disposed	43852277	Indirect
2011-09-01	Common Stock, par value $0.01 per share	S	100959	$40.72	Disposed	43751318	Indirect
2011-08-31	Common Stock, par value $0.01 per share	S	25	$40.88	Disposed	6679	Indirect
2011-09-01	Common Stock, par value $0.01 per share	S	9	$40.72	Disposed	6670	Indirect
2011-08-31	Common Stock, par value $0.01 per share	S	19188	$40.88	Disposed	5200966	Indirect
2011-09-01	Common Stock, par value $0.01 per share	S	7309	$40.72	Disposed	5193657	Indirect
2011-08-31	Common Stock, par value $0.01 per share	S	12106	$40.88	Disposed	18498162	Direct
2011-09-01	Common Stock, par value $0.01 per share	S	4611	$40.72	Disposed	18493551	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	12882401	Indirect
Common Stock, par value $0.01 per share	18133	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 $40.70 to $41.09 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 in-formation regarding the number of Shares sold at each price.

F2: These Shares are held by ESL Partners, L.P. ("Partners").

F3: This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $40.70 to $40.93 per Share. The Reporting Persons undertake to provide, upon re-quest 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.

F4: These Shares are held by ESL Institutional Partners, L.P. ("Institutional").

F5: These Shares are held by CBL Partners, L.P. ("CBL").

F6: These Shares are held by Edward S. Lampert.

F7: These Shares are held in an account established by the investment member of ESL Investors, L.L.C. ("Investors").

F8: These Shares are held in a grantor retained annuity trust, of which Mr. Lampert is the trustee.

F9: This Form 4 is filed on behalf of Mr. Lampert, ESL Investments, Inc. ("Investments"), RBS, Partners and Investors. RBS is the general partner of Partners and the managing member of Investors. RBS Investment Management, L.L.C. ("RBSIM") is the general partner of Institutional. Investments is the general partner of RBS and CBL and the manager of RBSIM. Mr. Lampert is the Chairman, Chief Ex-ecutive Officer and Director of Investments.