AUTONATION, INC. — Director's Dealing 2020

Feb 3, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTONATION, INC. (AN)
CIK: 0000350698
Period of Report: 2020-01-30

Reporting Person: MILLER CHERYL (Director, CEO and President, Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-01-30	Common Stock, par value $0.01 per share	A	12049	—	Acquired	32104	Direct
2020-01-30	Common Stock, par value $0.01 per share	F	4786	$43.85	Disposed	27318	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-01-30	Restricted Stock Units	$	A	35349	Acquired		Common Stock, par value $0.01 per share (35349.0)	Direct
2020-01-30	Restricted Stock Units	$	A	43586	Acquired		Common Stock, par value $0.01 per share (43586.0)	Direct

Footnotes

F1: Settlement of shares upon the achievement of applicable performance goals, which were certified by the registrant's Compensation Committee on January 30, 2020, pursuant to the terms of certain performance-based restricted stock units granted on March 1, 2017.

F2: The restricted stock units were granted on March 1, 2019, subject to the satisfaction of a performance goal, which was certified by the registrant's Compensation Committee on January 30, 2020. The restricted stock units will 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 the registrant's common stock or at the registrant's election, the cash value thereof.

F3: The restricted stock units were granted on August 1, 2019, subject to the satisfaction of a performance goal, which was certified by the registrant's Compensation Committee on January 30, 2020. The restricted stock units will vest in 25% annual increments on August 1, 2020, March 1, 2021, March 1, 2022, and March 1, 2023, subject to continued employment with the registrant. Each restricted stock unit represents a contingent right to receive one share of the registrant's common stock or at the registrant's election, the cash value thereof.