AUTONATION, INC. — Director's Dealing 2021

Mar 3, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTONATION, INC. (AN)
CIK: 0000350698
Period of Report: 2021-03-01

Reporting Person: CANNON MARC G (EVP & Chief Cust Exp Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-01	Common Stock, par value $0.01 per share	M	3576	—	Acquired	24566	Direct
2021-03-01	Common Stock, par value $0.01 per share	M	3729	—	Acquired	28295	Direct
2021-03-01	Common Stock, par value $0.01 per share	M	5255	—	Acquired	33550	Direct
2021-03-01	Common Stock, par value $0.01 per share	F	4649	$76.23	Disposed	28901	Direct
2021-03-02	Common Stock, par value $0.01 per share	M	4920	—	Acquired	33821	Direct
2021-03-02	Common Stock, par value $0.01 per share	F	2284	$76.15	Disposed	31537	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-01	Restricted Stock Units	$	M	3576	Disposed		Common Stock, par value $0.01 per share (3576.0)	Direct
2021-03-01	Restricted Stock Units	$	M	3729	Disposed		Common Stock, par value $0.01 per share (3729.0)	Direct
2021-03-01	Restricted Stock Units	$	M	5255	Disposed		Common Stock, par value $0.01 per share (5255.0)	Direct
2021-03-02	Restricted Stock Units	$	M	4920	Disposed		Common Stock, par value $0.01 per share (4920.0)	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 14,303 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. Each restricted stock unit represents 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 14,917 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. 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 21,018 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. 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: The reporting person received a grant of 19,683 restricted stock units on March 2, 2020. The restricted stock units vest in 25% annual increments on each of March 2, 2021, March 1, 2022, March 1, 2023 and March 1, 2024. 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.