AUTONATION, INC. — Director's Dealing 2018

Mar 5, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTONATION, INC. (AN)
CIK: 0000350698
Period of Report: 2018-03-01

Reporting Person: ARNOLD H SCOTT (EVP-Cust Care/Brand Extensions)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-01	Common Stock, par value $0.01 per share	M	2145	—	Acquired	5307	Direct
2018-03-01	Common Stock, par value $0.01 per share	M	1084	—	Acquired	6391	Direct
2018-03-01	Common Stock, par value $0.01 per share	F	1029	$49.16	Disposed	5362	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-01	Restricted Stock Units	$	M	2145	Disposed		Common Stock, par value $0.01 per share (2145.0)	Direct
2018-03-01	Restricted Stock Units	$	M	1084	Disposed		Common Stock, par value $0.01 per share (1084.0)	Direct

Footnotes

F1: The restricted stock units converted into shares of AutoNation common stock on a one-for-one basis.

F2: The reporting person received a grant of 8,581 restricted stock units on March 1, 2017, subject to stockholder approval of the AutoNation, Inc. 2017 Employee Equity and Incentive Plan, which was obtained on April 19, 2017. The restricted stock units vest in 25% annual increments on each of the first four anniversaries of March 1, 2017, subject to continued employment through the applicable vesting date. Each restricted stock unit represents a contingent right to receive one share of AutoNation common stock, or at AutoNation's election, the cash value thereof.

F3: The reporting person received a grant of 4,337 restricted stock units on June 1, 2017. The restricted stock units vest in 25% annual increments on each of the first four anniversaries of March 1, 2017, subject to continued employment through the applicable vesting date. Each restricted stock unit represents a contingent right to receive one share of AutoNation common stock, or at AutoNation's election, the cash value thereof.