AUTONATION, INC. — Director's Dealing 2022

Feb 17, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTONATION, INC. (AN)
CIK: 0000350698
Period of Report: 2022-02-15

Reporting Person: BENDER JAMES R (President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-02-15	Common Stock, par value $0.01 per share	A	15112	—	Acquired	23571	Direct
2022-02-15	Common Stock, par value $0.01 per share	F	5770	$108.88	Disposed	17801	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-02-15	Restricted Stock Units	$	A	17491	Acquired		Common Stock, par value $0.01 per share (17491.0)	Direct
2022-02-15	Restricted Stock Units	$	A	4909	Acquired		Common Stock, par value $0.01 per share (4909.0)	Direct
2022-02-15	Restricted Stock Units	$	A	19036	Acquired		Common Stock, par value $0.01 per share (19036.0)	Direct

Footnotes

F1: Settlement of shares upon the achievement of applicable performance goals, which were certified by the registrant's Compensation Committee on February 15, 2022, pursuant to the terms of certain performance-based restricted stock units granted on March 1, 2019.

F2: The restricted stock units were granted on March 1, 2021, subject to the satisfaction of a performance goal, which was certified by the registrant's Compensation Committee on February 15, 2022. The restricted stock units will vest in 25% annual increments on each of the first four anniversaries of March 1, 2021. 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 July 19, 2021, subject to the satisfaction of a performance goal, which was certified by the registrant's Compensation Committee on February 15, 2022. The restricted stock units will vest in 25% annual increments on each of July 19, 2022, March 1, 2023, March 1, 2024 and March 1, 2025. 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.

F4: The restricted stock units were granted on November 1, 2021, subject to the satisfaction of a performance goal, which was certified by the registrant's Compensation Committee on February 15, 2022. The restricted stock units will vest in 50% annual increments on each of the first two anniversaries of November 1, 2021. 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.