AUTONATION, INC. — Director's Dealing 2023

Mar 3, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTONATION, INC. (AN)
CIK: 0000350698
Period of Report: 2023-03-01

Reporting Person: Lower Joseph T (EVP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-03-01	Common Stock, par value $0.01 per share	M	13435	—	Acquired	32921	Direct
2023-03-01	Common Stock, par value $0.01 per share	M	6813	—	Acquired	39734	Direct
2023-03-01	Common Stock, par value $0.01 per share	M	4154	—	Acquired	43888	Direct
2023-03-01	Common Stock, par value $0.01 per share	M	2953	—	Acquired	46841	Direct
2023-03-01	Common Stock, par value $0.01 per share	F	10766	$137.24	Disposed	36075	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-03-01	Restricted Stock Units	$	M	13435	Disposed		Common Stock, par value $0.01 per share (13435.0)	Direct
2023-03-01	Restricted Stock Units	$	M	6813	Disposed		Common Stock, par value $0.01 per share (6813.0)	Direct
2023-03-01	Restricted Stock Units	$	M	4154	Disposed		Common Stock, par value $0.01 per share (4154.0)	Direct
2023-03-01	Restricted Stock Units	$	M	2953	Disposed		Common Stock, par value $0.01 per share (2953.0)	Direct
2023-03-01	Restricted Stock Units	$	A	5830	Acquired		Common Stock, par value $0.01 per share (5830.0)	Direct

Footnotes

F1: 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.

F2: The reporting person received a grant of 40,305 restricted stock units on January 13, 2020. The restricted stock units vested in one-third annual increments on each of March 1, 2021, March 1, 2022 and March 1, 2023. Each restricted stock unit represented 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 27,254 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.

F4: The reporting person received a grant of 16,616 restricted stock units on March 1, 2021. The restricted stock units 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 AutoNation common stock, or at AutoNation's election, the cash value thereof.

F5: The reporting person received a grant of 11,814 restricted stock units on March 1, 2022. The restricted stock units vest in 25% annual increments on each of the first four anniversaries of 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.

F6: The restricted stock units were granted on March 1, 2023 and will vest in one-third annual increments on each of the first three anniversaries of the grant date. 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.