AUTONATION, INC. — Major Shareholding Notification 2020

Jan 24, 2020

SC 13D/A 1 d867798dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

**(Amendment No. 52) ***

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)

January 22, 2020

(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 2,250,226 |
| | 8. | Shared Voting Power 0 |
| | 9. | Sole Dispositive Power 2,250,226 |
| | 10. | Shared Dispositive Power 9,663,914 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 11,914,140 | |
| 12. | Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐ | |
| 13. | Percent of Class Represented by Amount
in Row (11) 13.4 % (1) | |
| 14. | Type of Reporting Person (See
Instructions) PN | |

(1) Based upon 89,212,380 Shares outstanding as of October 25, 2019, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, that was filed by the Issuer with the SEC on October 30, 2019.

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 2,250,226 |
| | 8. | Shared Voting Power 0 |
| | 9. | Sole Dispositive Power 2,250,226 |
| | 10. | Shared Dispositive Power 9,663,914 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 11,914,140 | |
| 12. | Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐ | |
| 13. | Percent of Class Represented by Amount
in Row (11) 13.4 % (1) | |
| 14. | Type of Reporting Person (See
Instructions) PN | |

(1) Based upon 89,212,380 Shares outstanding as of October 25, 2019, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, that was filed by the Issuer with the SEC on October 30, 2019.

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 2,250,226 |
| | 8. | Shared Voting Power 0 |
| | 9. | Sole Dispositive Power 2,250,226 |
| | 10. | Shared Dispositive Power 9,663,914 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 11,914,140 | |
| 12. | Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐ | |
| 13. | Percent of Class Represented by Amount
in Row (11) 13.4 % (1) | |
| 14. | Type of Reporting Person (See
Instructions) CO | |

(1) Based upon 89,212,380 Shares outstanding as of October 25, 2019, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, that was filed by the Issuer with the SEC on October 30, 2019.

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 176,370 |
| | 8. | Shared Voting Power 0 |
| | 9. | Sole Dispositive Power 176,370 |
| | 10. | Shared Dispositive Power 0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 176,370 | |
| 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 89,212,380 Shares outstanding as of October 25, 2019, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, that was filed by the Issuer with the SEC on October 30, 2019.

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 12,090,510 |
| | 8. | Shared Voting Power 0 |
| | 9. | Sole Dispositive Power 2,426,596 |
| | 10. | Shared Dispositive Power 9,663,914 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 12,090,510 | |
| 12. | Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐ | |
| 13. | Percent of Class Represented by Amount
in Row (11) 13.6 % (1) | |
| 14. | Type of Reporting Person (See
Instructions) IN | |

(1) Based upon 89,212,380 Shares outstanding as of October 25, 2019, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, that was filed by the Issuer with the SEC on October 30, 2019.

This Amendment No. 52 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 held in the Liability Accounts controlled by ESL, (ii) open market sales of Shares by ESL, the Foundation and Mr. Lampert, and (iii) a distribution of Shares on a pro rata basis to certain limited partners that elected in 2019 to redeem a portion of their interest in ESL.

ITEM 4. Purpose of Transaction.

Item 4 is hereby amended and supplemented as follows:

“Through various open market sales between August 8, 2019, and August 28, 2019, ESL divested beneficial ownership for purposes of Section 13(d) of the Act of an aggregate of 429,229 Shares that were held in the Liability Accounts controlled by ESL or its designee that were established on behalf of, and for the benefit of, those Redeeming Limited Partners that previously redeemed all of their interest in ESL in lieu of ESL withholding a reasonable reserve from the amounts that would have otherwise been distributable to such Redeeming Limited Partners for the purpose of satisfying the relevant Redeeming Limited Partner’s share of any contingent liabilities of, or claims against, ESL. These divestures of Shares were made at the direction and for the benefit of these Redeeming Limited Partners.”

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 January 24, 2020, the Filing Persons may be deemed to beneficially own the Shares set forth in the table below.

FILING PERSON — ESL Partners, L.P.	11,914,140	(1)(2)	13.4	% (3)	2,250,226	(2)	SHARED VOTING POWER — 0	2,250,226	(2)	9,663,914	(1)
RBS Partners, L.P.	11,914,140	(1)(2)	13.4	% (3)	2,250,226	(2)	0	2,250,226	(2)	9,663,914	(1)
ESL Investments, Inc.	11,914,140	(1)(2)	13.4	% (3)	2,250,226	(2)	0	2,250,226	(2)	9,663,914	(1)
The Lampert Foundation	176,370		0.2	% (3)	176,370		0	176,370		0
Edward S. Lampert	12,090,510	(1)(2)(4)	13.6	% (3)	12,090,510	(1)(2)(4)	0	2,426,596	(2)(4)	9,663,914	(1)

(1) This number includes 9,663,914 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 2,245,818 Shares held by ESL and 4,408 Shares held in the Liability Accounts controlled by ESL. RBS is the general partner of, and may be deemed to indirectly beneficially own securities owned by, ESL. Investments is the general partner of, and may be deemed to indirectly beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to indirectly beneficially own securities owned by, Investments.

(3) This is based upon 89,212,380 Shares outstanding as of October 25, 2019, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, that was filed by the Issuer with the SEC on October 30, 2019.

(4) This number includes 176,370 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: January 24, 2020
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.	12/09/2019	Pro Rata Distribution of Shares to Redeeming Limited Partners	39,884	$ 0
ESL Partners, L.P.	01/17/2020	Open Market Sales	42,358	$ 45.7300	(1)
Edward S. Lampert	01/17/2020	Open Market Sales	44,574	$ 45.7300	(1)
The Lampert Foundation	01/17/2020	Open Market Sales	1,287	$ 45.7300	(1)
ESL Partners, L.P.	01/21/2020	Open Market Sales	40,920	$ 45.4143	(2)
Edward S. Lampert	01/21/2020	Open Market Sales	173,701	$ 45.4143	(2)
The Lampert Foundation	01/21/2020	Open Market Sales	3,178	$ 45.4143	(2)
ESL Partners, L.P.	01/22/2020	Open Market Sales	14,077	$ 45.0670	(3)
Edward S. Lampert	01/22/2020	Open Market Sales	55,106	$ 45.0670	(3)
The Lampert Foundation	01/22/2020	Open Market Sales	1,025	$ 45.0670	(3)
ESL Partners, L.P.	01/23/2020	Open Market Sales	49,894	$ 45.0763	(4)
Edward S. Lampert	01/23/2020	Open Market Sales	214,149	$ 45.0763	(4)
The Lampert Foundation	01/23/2020	Open Market Sales	3,910	$ 45.0763	(4)

(1) This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $45.60 to $46.16 per Share. The Filing Persons undertake to provide, upon request by the Securities and Exchange Commission staff, full information regarding the number of Shares sold at each price.

(2) This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $45.15 to $45.78 per Share. The Filing Persons undertake to provide, upon request by the Securities and Exchange Commission staff, full information regarding the number of Shares sold at each price.

(3) This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $45.00 to $45.27 per Share. The Filing Persons undertake to provide, upon request by the Securities and Exchange Commission staff, full information regarding the number of Shares sold at each price.

(4) This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $45.00 to $45.29 per Share. The Filing Persons undertake to provide, upon request by the Securities and Exchange Commission staff, full information regarding the number of Shares sold at each price.