AUTONATION, INC. — Director's Dealing 2014

Jun 5, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTONATION, INC. (AN)
CIK: 0000350698
Period of Report: 2014-06-03

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
2014-06-03	Common Stock, par value $0.01 per share	S	128465	$57.80	Disposed	14263702	Direct
2014-06-03	Common Stock, par value $0.01 per share	S	20597	$57.80	Disposed	1735230	Indirect
2014-06-03	Common Stock, par value $0.01 per share	S	16016	$57.80	Disposed	1349264	Indirect
2014-06-03	Common Stock, par value $0.01 per share	S	56	$57.80	Disposed	4721	Indirect
2014-06-03	Common Stock, par value $0.01 per share	S	148662	$57.80	Disposed	9083287	Indirect
2014-06-03	Common Stock, par value $0.01 per share	G	270364	$0.00	Disposed	13993338	Direct
2014-06-04	Common Stock, par value $0.01 per share	S	131671	$57.49	Disposed	13861667	Direct
2014-06-04	Common Stock, par value $0.01 per share	S	15519	$57.49	Disposed	1719711	Indirect
2014-06-04	Common Stock, par value $0.01 per share	S	12067	$57.49	Disposed	1337197	Indirect
2014-06-04	Common Stock, par value $0.01 per share	S	42	$57.49	Disposed	4679	Indirect
2014-06-04	Common Stock, par value $0.01 per share	S	74712	$57.49	Disposed	9008575	Indirect
2014-06-05	Common Stock, par value $0.01 per share	S	57321	$57.32	Disposed	13804346	Direct
2014-06-05	Common Stock, par value $0.01 per share	S	7574	$57.32	Disposed	1712137	Indirect
2014-06-05	Common Stock, par value $0.01 per share	S	5889	$57.32	Disposed	1331308	Indirect
2014-06-05	Common Stock, par value $0.01 per share	S	21	$57.32	Disposed	4658	Indirect
2014-06-05	Common Stock, par value $0.01 per share	S	43408	$57.32	Disposed	8965167	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 $57.70 to $57.92 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 and Institutional are 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 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 directly beneficially owned by SPE Master II.

F7: Represents shares directly beneficially owned by SPE II.

F8: Represents shares directly beneficially owned by Institutional.

F9: Represents shares directly beneficially owned by Partners.

F10: This price represents the approximate weighted average price per Share of the Issuer of sales that were executed at prices ranging from $57.45 to $57.58 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.

F11: This price represents the approximate weighted average price per Share of the Issuer of sales that were executed at prices ranging from $57.24 to $57.44 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.