AUTONATION, INC. — Director's Dealing 2024

Mar 5, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTONATION, INC. (AN)
CIK: 0000350698
Period of Report: 2023-12-11

Reporting Person: Koehler David L (COO, Non-Franchised Business)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-03-01	Common Stock, par value $0.01 per share	M	1777	—	Acquired	7322	Direct
2024-03-01	Common Stock, par value $0.01 per share	M	1232	—	Acquired	8554	Direct
2024-03-01	Common Stock, par value $0.01 per share	M	910	—	Acquired	9464	Direct
2024-03-01	Common Stock, par value $0.01 per share	M	863	—	Acquired	10327	Direct
2024-03-01	Common Stock, par value $0.01 per share	F	1771	$151.98	Disposed	8556	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-12-11	Restricted Stock Units	$	F	69	Disposed		Common Stock, par value $0.01 per share (69)	Direct
2023-12-11	Restricted Stock Units	$	F	100	Disposed		Common Stock, par value $0.01 per share (100)	Direct
2023-12-11	Restricted Stock Units	$	F	74	Disposed		Common Stock, par value $0.01 per share (74)	Direct
2023-12-11	Restricted Stock Units	$	F	109	Disposed		Common Stock, par value $0.01 per share (109)	Direct
2024-03-01	Restricted Stock Units	$	M	1777	Disposed		Common Stock, par value $0.01 per share (1777)	Direct
2024-03-01	Restricted Stock Units	$	M	1232	Disposed		Common Stock, par value $0.01 per share (1232)	Direct
2024-03-01	Restricted Stock Units	$	M	910	Disposed		Common Stock, par value $0.01 per share (910)	Direct
2024-03-01	Restricted Stock Units	$	M	863	Disposed		Common Stock, par value $0.01 per share (863)	Direct
2024-03-01	Restricted Stock Units	$	A	2631	Acquired		Common Stock, par value $0.01 per share (2631)	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 7,381 restricted stock units on March 2, 2020. The restricted stock units vested in 25% annual increments on each of March 2, 2021, March 1, 2022, March 1, 2023 and March 1, 2024.

F3: Reflects the withholding of restricted stock units by the registrant to satisfy FICA and related income tax obligations arising from the reporting person being eligible for retirement treatment.

F4: The reporting person received a grant of 5,329 restricted stock units on March 1, 2021. The restricted stock units vest in 25% annual increments on each of the first four 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.

F5: The reporting person received a grant of 2,953 restricted stock units on March 8, 2022. The restricted stock units 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.

F6: The reporting person received a grant of 2,915 restricted stock units on March 1, 2023. The restricted stock units 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.

F7: The restricted stock units were granted on March 1, 2024 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.