AUTONATION, INC. — Director's Dealing 2017

Jan 4, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTONATION, INC. (AN)
CIK: 0000350698
Period of Report: 2016-12-31

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 INVESTMENTS, INC. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-31	Common Stock, par value $0.01 per share	J	1159581	$0.00	Disposed	4933706	Indirect
2016-12-31	Common Stock, par value $0.01 per share	J	1463	$0.00	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	1463	Indirect
Common Stock, par value $0.01 per share	11495732	Direct

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 ESL Partners, L.P. ("Partners") on a pro rata basis to certain partners that elected in 2016 to redeem all or a portion of their interest in Partners (the "Partners Distribution").

F2: This statement is jointly filed by and on behalf of each of Edward S. Lampert, Partners, RBS Partners, L.P. ("RBS") and ESL Investments, Inc. ("ESL"). Mr. Lampert and Partners 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. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. 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 Partners.

F7: Represents Shares received by RBS from Partners as a result of the Partners Distribution. The acquisition of Shares by RBS in the Partners 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. Rule 16a-9(a) under the Exchange Act may also exempt the acquisition of Shares by RBS in the Partners Distribution from Section 16 of the Exchange Act.

F8: Represents Shares that were distributed by RBS on a pro rata basis to certain partners that elected in 2016 to redeem all or a portion of their indirect interest in Partners.