AUTONATION, INC. — Director's Dealing 2020

Jan 6, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTONATION, INC. (AN)
CIK: 0000350698
Period of Report: 2020-01-02

Reporting Person: GRUSKY ROBERT R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-01-02	Common Stock, par value $0.01 per share	A	5110	—	Acquired	44721	Direct
2020-01-03	Common Stock, par value $0.01 per share	M	5000	$19.15	Acquired	49721	Direct
2020-01-03	Common Stock, par value $0.01 per share	S	5000	$48.0649	Disposed	44721	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-01-03	Stock Option (right to buy)	$19.15	M	5000	Disposed	2020-01-04	Common Stock, par value $0.01 per share (5000.0)	Direct

Footnotes

F1: 2020 grant of 5,110 vested restricted stock units (the "RSUs") pursuant to the AutoNation, Inc. 2014 Non-Employee Director Equity Plan (as amended, the "2014 Director Plan"). The RSUs will settle in shares of common stock, par value $0.01 per share, of AutoNation, Inc. (the "Company") in accordance with the terms of the award, including any deferral election made by the reporting person, and the 2014 Director Plan. Settlement of the RSUs will be accelerated in certain circumstances as provided in the terms of the award and the 2014 Director Plan, including in the event the reporting person ceases to serve as a non-employee director of the Company.

F2: Transaction completed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 9, 2018.

F3: This transaction was executed in multiple trades at prices ranging from $47.78 to $48.72. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.