AUTONATION, INC. — Director's Dealing 2012

Nov 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTONATION, INC. (AN)
CIK: 0000350698
Period of Report: 2012-10-31

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: ESL INVESTMENTS INC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-31	Common Stock, par value $0.01 per share	S	13527	$44.44	Disposed	18613805	Direct
2012-10-31	Common Stock, par value $0.01 per share	S	189792	$44.44	Disposed	32178084	Indirect
2012-10-31	Common Stock, par value $0.01 per share	S	7435	$44.44	Disposed	1857249	Indirect
2012-10-31	Common Stock, par value $0.01 per share	S	9561	$44.44	Disposed	2388523	Indirect
2012-10-31	Common Stock, par value $0.01 per share	S	26	$44.44	Disposed	6500	Indirect
2012-10-31	Common Stock, par value $0.01 per share	S	20257	$44.44	Disposed	5060425	Indirect
2012-11-01	Common Stock, par value $0.01 per share	S	16839	$44.31	Disposed	18596966	Direct
2012-11-01	Common Stock, par value $0.01 per share	S	236259	$44.31	Disposed	31941825	Indirect
2012-11-01	Common Stock, par value $0.01 per share	S	9255	$44.31	Disposed	1847994	Indirect
2012-11-01	Common Stock, par value $0.01 per share	S	11902	$44.31	Disposed	2376621	Indirect
2012-11-01	Common Stock, par value $0.01 per share	S	32	$44.31	Disposed	6468	Indirect
2012-11-01	Common Stock, par value $0.01 per share	S	25216	$44.31	Disposed	5035209	Indirect
2012-11-02	Common Stock, par value $0.01 per share	S	10902	$43.87	Disposed	18586064	Direct
2012-11-02	Common Stock, par value $0.01 per share	S	152962	$43.87	Disposed	31788863	Indirect
2012-11-02	Common Stock, par value $0.01 per share	S	5992	$43.87	Disposed	1842002	Indirect
2012-11-02	Common Stock, par value $0.01 per share	S	7706	$43.87	Disposed	2368915	Indirect
2012-11-02	Common Stock, par value $0.01 per share	S	21	$43.87	Disposed	6447	Indirect
2012-11-02	Common Stock, par value $0.01 per share	S	16326	$43.87	Disposed	5018883	Indirect
2012-11-02	Common Stock, par value $0.01 per share	S	1659	$44.54	Disposed	18584405	Direct
2012-11-02	Common Stock, par value $0.01 per share	S	23269	$44.54	Disposed	31765594	Indirect
2012-11-02	Common Stock, par value $0.01 per share	S	911	$44.54	Disposed	1841091	Indirect
2012-11-02	Common Stock, par value $0.01 per share	S	1172	$44.54	Disposed	2367743	Indirect
2012-11-02	Common Stock, par value $0.01 per share	S	3	$44.54	Disposed	6444	Indirect
2012-11-02	Common Stock, par value $0.01 per share	S	2483	$44.54	Disposed	5016400	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 $44.15 to $44.75 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") and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE II, SPE Master II, Institutional and CBL Partners, L.P. ("CBL") are the direct beneficial owners of the securities covered by this statement.

F3: RBS is the general partner of each of Partners, SPE II and SPE Master II 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 ESL 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 Partners.

F7: Represents shares directly beneficially owned by SPE II.

F8: Represents shares directly beneficially owned by SPE Master II.

F9: Represents shares directly beneficially owned by Institutional.

F10: Represents shares directly beneficially owned by CBL.

F11: This price represents the approximate weighted average price per Share of sales that were executed at prices ranging from $44.20 to $44.55 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: This price represents the approximate weighted average price per Share of sales that were executed at prices ranging from $43.40 to $44.39 per Share. This Reporting Person 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.

F13: This price represents the approximate weighted average price per Share of sales that were executed at prices ranging from $44.40 to $44.72 per Share. The Reporting Person understake 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.