AUTONATION, INC. — Director's Dealing 2012

Jan 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTONATION, INC. (AN)
CIK: 0000350698
Period of Report: 2011-12-29

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
2011-12-30	Common Stock, par value $0.01 per share	J	5560368	$0.00	Disposed	36630644	Indirect
2011-12-29	Common Stock, par value $0.01 per share	J	190285	$0.00	Disposed	12692116	Indirect
2011-12-29	Common Stock, par value $0.01 per share	J	190285	$0.00	Acquired	190285	Indirect
2011-12-29	Common Stock, par value $0.01 per share	J	190285	$0.00	Disposed	0	Indirect
2011-12-29	Common Stock, par value $0.01 per share	J	186939	$0.00	Acquired	18627332	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	6526	Indirect
Common Stock, par value $0.01 per share	5080682	Indirect

Footnotes

F1: ESL Partners, L.P. ("Partners") distributed these shares of common stock of AutoNation, Inc. (the "Issuer"), par value $0.01 per share (each, a "Share"), on a pro rata basis to limited partners that elected in 2011 to redeem all or a portion of their interest in Partners.

F2: These Shares are held by Partners.

F3: This Form 4 is filed on behalf of Mr. Lampert, ESL Investments, Inc. ("Investments"), RBS and Partners. 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 Executive Officer and Director of Investments.

F4: ESL Investors, L.L.C. ("Investors") distributed these Shares on a pro rata basis to the managing member of Investors in connection with the restructuring of Investors and the termination of the managing member's pecuniary interest in the Shares held by Investors.

F5: These Shares are held in an account established by the investment member of Investors.

F6: RBS Partners, L.P. ("RBS"), the managing member of Investors, acquired these Shares in a pro rata distribution from Investors in connection with the restructuring of Investors and the termination of its pecuniary interest in the Shares held by Investors.

F7: These Shares are held by RBS.

F8: RBS distributed these Shares, which were received in connection with the termination of its pecuniary interest in the Shares held by Investors, on a pro rata basis to its partners.

F9: These Shares are held by ESL Institutional Partners, L.P. ("Institutional").

F10: These Shares are held by CBL Partners, L.P. ("CBL").

F11: These Shares were received in a pro rata distribution from RBS to its partners.

F12: These Shares are held by Edward S. Lampert, and include 18,133 Shares that were originally reported as owned indirectly through a grantor retained annuity trust, which distributed the 18,133 Shares on January 3, 2012 to Mr. Lampert.