AUTONATION, INC. — Director's Dealing 2012

Nov 8, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTONATION, INC. (AN)
CIK: 0000350698
Period of Report: 2012-11-06

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
2012-11-06	Common Stock, par value $0.01 per share	S	4285	$43.49	Disposed	18580120	Direct
2012-11-06	Common Stock, par value $0.01 per share	S	60117	$43.49	Disposed	31705477	Indirect
2012-11-06	Common Stock, par value $0.01 per share	S	3028	$43.49	Disposed	2364715	Indirect
2012-11-06	Common Stock, par value $0.01 per share	S	2355	$43.49	Disposed	1838736	Indirect
2012-11-06	Common Stock, par value $0.01 per share	S	6416	$43.49	Disposed	5009984	Indirect
2012-11-06	Common Stock, par value $0.01 per share	S	8	$43.49	Disposed	6436	Indirect
2012-11-07	Common Stock, par value $0.01 per share	S	9562	$42.23	Disposed	18570558	Direct
2012-11-07	Common Stock, par value $0.01 per share	S	134153	$42.23	Disposed	31571324	Indirect
2012-11-07	Common Stock, par value $0.01 per share	S	6759	$42.23	Disposed	2357956	Indirect
2012-11-07	Common Stock, par value $0.01 per share	S	5255	$42.23	Disposed	1833481	Indirect
2012-11-07	Common Stock, par value $0.01 per share	S	14319	$42.23	Disposed	4995665	Indirect
2012-11-07	Common Stock, par value $0.01 per share	S	19	$42.23	Disposed	6417	Indirect
2012-11-07	Common Stock, par value $0.01 per share	S	170	$43.15	Disposed	18570388	Direct
2012-11-07	Common Stock, par value $0.01 per share	S	2392	$43.15	Disposed	31568932	Indirect
2012-11-07	Common Stock, par value $0.01 per share	S	120	$43.15	Disposed	2357836	Indirect
2012-11-07	Common Stock, par value $0.01 per share	S	94	$43.15	Disposed	1833387	Indirect
2012-11-07	Common Stock, par value $0.01 per share	S	255	$43.15	Disposed	4995410	Indirect
2012-11-08	Common Stock, par value $0.01 per share	S	5	$42.00	Disposed	18570383	Direct
2012-11-08	Common Stock, par value $0.01 per share	S	70	$42.00	Disposed	31568862	Indirect
2012-11-08	Common Stock, par value $0.01 per share	S	4	$42.00	Disposed	2357832	Indirect
2012-11-08	Common Stock, par value $0.01 per share	S	3	$42.00	Disposed	1833384	Indirect
2012-11-08	Common Stock, par value $0.01 per share	S	8	$42.00	Disposed	4995402	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 Master II.

F8: Represents shares directly beneficially owned by SPE II.

F9: Represents shares directly beneficially owned by CBL.

F10: Represents shares directly beneficially owned by Institutional.

F11: This price represents the approximate weighted average price per Share of sales that were executed at prices ranging from $42.00 to $42.97 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 $43.00 to $43.25 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.