AUTONATION, INC. — Major Shareholding Notification 2017

Dec 11, 2017

SC 13D/A 1 d486140dsc13da.htm AMENDMENT NO. 49 TO SCHEDULE 13D AMENDMENT NO. 49 TO SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

**(Amendment No. 49) ***

AutoNation, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

05329W102

(CUSIP Number)

Janice V. Sharry, Esq.

Haynes and Boone, LLP

2323 Victory Avenue, Suite 700

Dallas, Texas 75219

(214) 651-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 7, 2017

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“ Act ”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 05329W102

| 1. | Names of
Reporting Persons. ESL Partners, L.P. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (See Instructions) (a) ☒ (b) ☐ | |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See Instructions) OO | |
| 5. | Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐ | |
| 6. | Citizenship or Place of
Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 4,012,235 |
| | 8. | Shared Voting Power 0 |
| | 9. | Sole Dispositive Power 4,012,235 |
| | 10. | Shared Dispositive Power 11,490,581 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 1 5,502,816 | |
| 12. | Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐ | |
| 13. | Percent of Class Represented by Amount
in Row (11) 17.0 % (1) | |
| 14. | Type of Reporting Person (See
Instructions) PN | |

(1) Based upon 91,243,785 shares of common stock outstanding as of October 31, 2017, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, that was filed by the Issuer with the SEC on November 2, 2017.

CUSIP No. 05329W102

| 1. | Names of
Reporting Persons. RBS Partners, L.P. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (See Instructions) (a) ☒ (b) ☐ | |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See Instructions) OO | |
| 5. | Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐ | |
| 6. | Citizenship or Place of
Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 4,012,235 |
| | 8. | Shared Voting Power 0 |
| | 9. | Sole Dispositive Power 4,012,235 |
| | 10. | Shared Dispositive Power 11,490,581 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 1 5,502,816 | |
| 12. | Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐ | |
| 13. | Percent of Class Represented by Amount
in Row (11) 17.0 % (1) | |
| 14. | Type of Reporting Person (See
Instructions) PN | |

(1) Based upon 91,243,785 shares of common stock outstanding as of October 31, 2017, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, that was filed by the Issuer with the SEC on November 2, 2017.

CUSIP No. 05329W102

| 1. | Names of
Reporting Persons. ESL Investments, Inc. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (See Instructions) (a) ☒ (b) ☐ | |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See Instructions) OO | |
| 5. | Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐ | |
| 6. | Citizenship or Place of
Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 4,012,235 |
| | 8. | Shared Voting Power 0 |
| | 9. | Sole Dispositive Power 4,012,235 |
| | 10. | Shared Dispositive Power 11,490,581 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 1 5,502,816 | |
| 12. | Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐ | |
| 13. | Percent of Class Represented by Amount
in Row (11) 17.0 % (1) | |
| 14. | Type of Reporting Person (See
Instructions) CO | |

(1) Based upon 91,243,785 shares of common stock outstanding as of October 31, 2017, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, that was filed by the Issuer with the SEC on November 2, 2017.

CUSIP No. 05329W102

| 1. | Names of
Reporting Persons. The Lampert Foundation | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (See Instructions) (a) ☒ (b) ☐ | |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See Instructions) OO | |
| 5. | Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐ | |
| 6. | Citizenship or Place of
Organization Connecticut | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 212,821 |
| | 8. | Shared Voting Power 0 |
| | 9. | Sole Dispositive Power 212,821 |
| | 10. | Shared Dispositive Power 0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 212,821 | |
| 12. | Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐ | |
| 13. | Percent of Class Represented by Amount
in Row (11) 0.2 % (1) | |
| 14. | Type of Reporting Person (See
Instructions) OO | |

(1) Based upon 91,243,785 shares of common stock outstanding as of October 31, 2017, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, that was filed by the Issuer with the SEC on November 2, 2017.

CUSIP No. 05329W102

| 1. | Names of
Reporting Persons. Edward S. Lampert | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (See Instructions) (a) ☒ (b) ☐ | |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See Instructions) OO | |
| 5. | Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐ | |
| 6. | Citizenship or Place of
Organization United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 1 5,715,637 |
| | 8. | Shared Voting Power 0 |
| | 9. | Sole Dispositive Power 4,225,056 |
| | 10. | Shared Dispositive Power 11,490,581 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 1 5,715,637 | |
| 12. | Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐ | |
| 13. | Percent of Class Represented by Amount
in Row (11) 17.2 % (1) | |
| 14. | Type of Reporting Person (See
Instructions) IN | |

(1) Based upon 91,243,785 shares of common stock outstanding as of October 31, 2017, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, that was filed by the Issuer with the SEC on November 2, 2017.

This Amendment No. 49 to Schedule 13D (this “ Amendment ”) relates to shares of common stock, par value $0.01 per share (the “ Shares ”), of AutoNation, Inc., a Delaware corporation (the “ Issuer ”). This Amendment amends the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission (the “ SEC ”) by ESL Partners, L.P., a Delaware limited partnership (“ ESL ”), RBS Partners, L.P., a Delaware limited partnership (“ RBS ”), ESL Investments, Inc., a Delaware corporation (“ Investments ”), The Lampert Foundation, a Connecticut trust (the “ Foundation ”), and Edward S. Lampert, a United States citizen, by furnishing the information set forth below. Except as otherwise specified in this Amendment, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D, as previously amended, filed with the SEC.

The Filing Persons are filing this Amendment to report (i) open market sales of Shares on January 26, 2017, and November 2, 2017 by ESL, the Foundation and Mr. Lampert; and (ii) a distribution by ESL of Shares on a pro rata basis to certain limited partners that elected in 2017 to redeem all or a portion of their interest in ESL.

ITEM 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows:

“(a)-(b) Each Filing Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

Each Filing Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each Filing Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.

As of the time of filing on December 11, 2017, the Filing Persons may be deemed to beneficially own the Shares set forth in the table below.

FILING PERSON — ESL Partners, L.P.	15,502,816	(1)	17.0 %	4,012,235		0	4,012,235		11,490,581	(1)
RBS Partners, L.P.	15,502,816	(1)(2)	17.0 %	4,012,235	(2)	0	4,012,235	(2)	11,490,581	(1)
ESL Investments, Inc.	15,502,816	(1)(3)	17.0 %	4,012,235	(3)	0	4,012,235	(3)	11,490,581	(1)
The Lampert Foundation	212,821		0.2 %	212,821		0	212,821		0
Edward S. Lampert	15,715,637	(1)(4)(5)	17.2 %	15,715,637	(1)(4)(5)	0	4,225,056	(4)(5)	11,490,581	(1)

(1) This number includes 11,490,581 Shares held by Mr. Lampert. ESL has entered into a Lock-Up Agreement with Mr. Lampert that restricts the purchase and sale of securities owned by Mr. Lampert. Pursuant to the Lock-Up Agreement, ESL may be deemed to have shared dispositive power over, and to indirectly beneficially own, securities owned by Mr. Lampert. RBS, Investments and Mr. Lampert may also be deemed to have shared dispositive power over, and to indirectly beneficially own, such securities.

(2) This number includes 4,012,235 Shares held by ESL. RBS is the general partner of, and may be deemed to indirectly beneficially own securities owned by, ESL.

(3) This number includes 4,012,235 Shares held by ESL. Investments is the general partner of, and may be deemed to indirectly beneficially own securities owned by, RBS.

(4) This number includes 4,012,235 Shares held by ESL. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to indirectly beneficially own securities owned by, Investments.

(5) This number includes 212,821 Shares held by the Foundation. Mr. Lampert and his wife Kinga Keh Lampert are co-trustees of, and may be deemed to indirectly beneficially own securities owned by, the Foundation.

(c) Other than as set forth on Annex B hereto, there have been no transactions in the class of securities reported on that were effected by the Filing Persons during the past sixty days or since the most recent filing of Schedule 13D, whichever is less.

(d) Not applicable.

(e) Not applicable.”

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: December 11, 2017
By: RBS Partners, L.P., as its general partner
By: ESL Investments, Inc., as its general partner
By:	/s/ Edward S. Lampert
Name:	Edward S. Lampert
Title:	Chief Executive Officer
RBS PARTNERS, L.P.
By: ESL Investments, Inc., as its general partner
By:	/s/ Edward S. Lampert
Name:	Edward S. Lampert
Title:	Chief Executive Officer
ESL INVESTMENTS, INC.
By:	/s/ Edward S. Lampert
Name:	Edward S. Lampert
Title:	Chief Executive Officer
THE LAMPERT FOUNDATION
By:	/s/ Edward S. Lampert
Name:	Edward S. Lampert
Title:	Co-Trustee
EDWARD S. LAMPERT
By:	/s/ Edward S. Lampert

ANNEX B

RECENT TRANSACTIONS BY THE FILING PERSONS IN THE SECURITIES OF AUTONATION, INC.

Entity	Date of Transaction	Description of Transaction		Price Per Share
ESL Partners, L.P.	11/02/2017	Open Market Sales	3,102	$ 55.6147
Edward S. Lampert	11/02/2017	Open Market Sales	378	$ 55.6147
The Lampert Foundation	11/02/2017	Open Market Sales	45	$ 55.6147
ESL Partners, L.P.	12/08/2017	Pro Rata Distribution of Shares to Redeeming Limited Partners	918,369	$ 0