AUTONATION, INC. — Director's Dealing 2020

Mar 3, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTONATION, INC. (AN)
CIK: 0000350698
Period of Report: 2020-03-01

Reporting Person: Cade Christopher (SVP and CAO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-03-01	Common Stock, par value $0.01 per share	M	1341	—	Acquired	2009	Direct
2020-03-01	Common Stock, par value $0.01 per share	M	2034	—	Acquired	4043	Direct
2020-03-01	Common Stock, par value $0.01 per share	M	3582	—	Acquired	7625	Direct
2020-03-02	Common Stock, par value $0.01 per share	F	2382	$44.03	Disposed	5243	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-03-01	Restricted Stock Units	$	M	1341	Disposed		Common Stock, par value $0.01 per share (1341.0)	Direct
2020-03-01	Restricted Stock Units	$	M	2034	Disposed		Common Stock, par value $0.01 per share (2034.0)	Direct
2020-03-01	Restricted Stock Units	$	M	3582	Disposed		Common Stock, par value $0.01 per share (3582.0)	Direct
2020-03-02	Restricted Stock Units	$	A	11355	Acquired		Common Stock, par value $0.01 per share (11355.0)	Direct
2020-03-02	Restricted Stock Units	$	A	7949	Acquired		Common Stock, par value $0.01 per share (7949.0)	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 5,363 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 with the registrant. 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 8,136 restricted stock units on March 1, 2018. The restricted stock units vest in 25% annual increments on each of the first four anniversaries of March 1, 2018, subject to continued employment with the registrant. 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.

F4: The reporting person received a grant of 14,330 restricted stock units on March 1, 2019. The restricted stock units vest in 25% annual increments on each of the first four anniversaries of March 1, 2019, subject to continued employment with the registrant. 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.

F5: 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.

F6: The restricted stock units vest in 25% annual increments on March 2, 2021, March 1, 2022, March 1, 2023, and March 1, 2024, subject to continued employment with the registrant.

F7: The restricted stock units vest in 50% annual increments on March 2, 2021 and March 1, 2022, subject to continued employment with the registrant.