AUTONATION, INC. — Director's Dealing 2015

May 12, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTONATION, INC. (AN)
CIK: 0000350698
Period of Report: 2015-05-08

Reporting Person: LAMPERT EDWARD S (10% Owner)
Reporting Person: ESL PARTNERS, L.P. (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
2015-05-08	Common Stock, par value $0.01 per share	S	135674	$63.34	Disposed	13154271	Direct
2015-05-08	Common Stock, par value $0.01 per share	S	42	$63.34	Disposed	4333	Indirect
2015-05-08	Common Stock, par value $0.01 per share	S	73110	$63.34	Disposed	8147862	Indirect
2015-05-11	Common Stock, par value $0.01 per share	S	195693	$63.17	Disposed	12958578	Direct
2015-05-11	Common Stock, par value $0.01 per share	S	64	$63.17	Disposed	4269	Indirect
2015-05-11	Common Stock, par value $0.01 per share	S	117769	$63.17	Disposed	8030093	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 $63.10 to $63.65 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"), 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 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. 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 directly beneficially owned by Institutional.

F7: Represents shares directly beneficially owned by Partners.

F8: This price represents the approximate weighted average price per Share of the Issuer, of sales that were executed at prices ranging from $63.01 to $63.55 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.