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

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	5255	—	Acquired	21368	Direct
2023-03-01	Common Stock, par value $0.01 per share	M	4921	—	Acquired	26289	Direct
2023-03-01	Common Stock, par value $0.01 per share	M	1038	—	Acquired	27327	Direct
2023-03-01	Common Stock, par value $0.01 per share	M	3935	—	Acquired	31262	Direct
2023-03-01	Common Stock, par value $0.01 per share	M	2658	—	Acquired	33920	Direct
2023-03-01	Common Stock, par value $0.01 per share	F	6841	$137.24	Disposed	27079	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-03-01	Restricted Stock Units	$	M	5255	Disposed		Common Stock, par value $0.01 per share (5255.0)	Direct
2023-03-01	Restricted Stock Units	$	M	4921	Disposed		Common Stock, par value $0.01 per share (4921.0)	Direct
2023-03-01	Restricted Stock Units	$	M	1038	Disposed		Common Stock, par value $0.01 per share (1038.0)	Direct
2023-03-01	Restricted Stock Units	$	M	3935	Disposed		Common Stock, par value $0.01 per share (3935.0)	Direct
2023-03-01	Restricted Stock Units	$	M	2658	Disposed		Common Stock, par value $0.01 per share (2658.0)	Direct
2023-03-01	Restricted Stock Units	$	A	5246	Acquired		Common Stock, par value $0.01 per share (5246.0)	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 21,018 restricted stock units on March 1, 2019. The restricted stock units vested in 25% annual increments on each of the first four anniversaries of March 1, 2019. 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 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.

F4: The reporting person received a grant of 4,153 restricted stock units on July 20, 2020. The restricted stock units vest in 25% annual increments on each of July 20, 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.

F5: The reporting person received a grant of 15,741 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.

F6: The reporting person received a grant of 10,632 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.

F7: 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.