AUTONATION, INC. — Director's Dealing 2014

May 8, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTONATION, INC. (AN)
CIK: 0000350698
Period of Report: 2014-05-06

Reporting Person: LARSON MICHAEL (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-06	Common Stock, par value $0.01 per share	A	5000	—	Acquired	8000	Direct

Footnotes

F1: Annual grant of 5,000 restricted stock units (the "RSUs") pursuant to the AutoNation, Inc. 2014 Non-Employee Director Equity Plan (the "2014 Director Plan"). The RSUs vested on the grant date and will settle in shares of common stock, par value $0.01 per share, of AutoNation, Inc. (the "Company") on the first trading day of February 2017, except to the extent the reporting person elects to defer settlement of the RSUs beyond such date in accordance with the terms of the award and the 2014 Director Plan. Settlement of the RSUs will be accelerated in certain circumstances as provided in the terms of the award and the 2014 Director Plan, including in the event the reporting person ceases to serve as a non-employee director of the Company.