AUTONATION, INC. — Director's Dealing 2014

Aug 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTONATION, INC. (AN)
CIK: 0000350698
Period of Report: 2014-07-31

Reporting Person: LAMPERT EDWARD S (10% Owner)
Reporting Person: ESL PARTNERS, L.P. (10% Owner)
Reporting Person: SPE II Partners, LP (10% Owner)
Reporting Person: SPE Master II, LP (10% Owner)
Reporting Person: RBS PARTNERS, L.P. (10% Owner)
Reporting Person: ESL INSTITUTIONAL PARTNERS, L.P. (10% Owner)
Reporting Person: RBS INVESTMENT MANAGEMENT, L.L.C. (10% Owner)
Reporting Person: ESL INVESTMENTS, INC. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-07-31	Common Stock, par value $0.01 per share	J	1064686	—	Disposed	0	Indirect
2014-07-31	Common Stock, par value $0.01 per share	J	1369245	—	Disposed	0	Indirect
2014-07-31	Common Stock, par value $0.01 per share	J	136539	—	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	136539	Indirect
Common Stock, par value $0.01 per share	13725670	Direct
Common Stock, par value $0.01 per share	4583	Indirect
Common Stock, par value $0.01 per share	8816224	Indirect

Footnotes

F1: Represents shares of common stock of AutoNation, Inc. (the "Issuer"), par value $0.01 per share (each, a "Share"), that were distributed by SPE II Partners, LP ("SPE II") on a pro rata basis to its partners (the "SPE II Distribution"). As a result of the SPE II Distribution, SPE II will no longer be a reporting person.

F2: This statement is jointly filed by and on behalf of each of Edward S. Lampert, ESL Partners, L.P. ("Partners"), 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, RBS, SPE II, SPE Master II and Institutional are or were the direct beneficial owners of the securities covered by this statement.

F3: RBS is the general partner of, 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 and the manager of RBSIM. ESL may be deemed to beneficially own securities owned by RBS and RBSIM. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, 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 that were distributed by SPE Master II on a pro rata basis to its partners (the "SPE Master II Distribution", and together with the SPE II Distribution, the "Distributions"). As a result of the SPE Master II Distribution, SPE Master II will no longer be a reporting person.

F7: Represents Shares received by RBS from SPE II and SPE Master II as a result of the Distributions. The acquisition of Shares by RBS in the Distributions constituted a change in the form of beneficial ownership without a change in pecuniary interest that is exempt from Section 16 of the Exchange Act, pursuant to Rule 16a-13 thereunder. Rule 16a-9(a) under the Exchange Act may also exempt the acquisition of Shares by RBS in the Distributions from Section 16 of the Exchange Act.

F8: Represents Shares that were distributed by RBS on a pro rata basis to Mr. Lampert (the "RBS Distribution").

F9: Includes Shares received by Mr. Lampert from RBS as a result of the RBS Distribution. The acquisition of Shares by Mr. Lampert in the RBS Distribution constituted a change in the form of beneficial ownership without a change in pecuniary interest that is exempt from Section 16 of the Exchange Act, pursuant to Rule 16a-13 thereunder.

F10: Represents shares directly beneficially owned by Institutional.

F11: Represents shares directly beneficially owned by Partners.