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: Cade Christopher (SVP and CAO)

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	1341	—	Acquired	1341	Direct
2021-03-01	Common Stock, par value $0.01 per share	M	2034	—	Acquired	3375	Direct
2021-03-01	Common Stock, par value $0.01 per share	M	3583	—	Acquired	6958	Direct
2021-03-01	Common Stock, par value $0.01 per share	F	2462	$76.23	Disposed	4496	Direct
2021-03-02	Common Stock, par value $0.01 per share	M	2838	—	Acquired	7334	Direct
2021-03-02	Common Stock, par value $0.01 per share	M	3974	—	Acquired	11308	Direct
2021-03-02	Common Stock, par value $0.01 per share	F	2409	$76.15	Disposed	8899	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-01	Restricted Stock Units	$	M	1341	Disposed		Common Stock, par value $0.01 per share (1341.0)	Direct
2021-03-01	Restricted Stock Units	$	M	2034	Disposed		Common Stock, par value $0.01 per share (2034.0)	Direct
2021-03-01	Restricted Stock Units	$	M	3583	Disposed		Common Stock, par value $0.01 per share (3583.0)	Direct
2021-03-02	Restricted Stock Units	$	M	2838	Disposed		Common Stock, par value $0.01 per share (2838.0)	Direct
2021-03-02	Restricted Stock Units	$	M	3974	Disposed		Common Stock, par value $0.01 per share (3974.0)	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: The reporting person received a grant of 11,355 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.

F6: The reporting person received a grant of 7,949 restricted stock units on March 2, 2020. The restricted stock units vest in vest in 50% annual increments on March 2, 2021 and March 1, 2022. 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.