Joseph T. Lower - Feb 15, 2023 Form 4 Insider Report for AUTONATION, INC. (AN)

Role: EVP & CFO
Signature: /s/ C. Coleman Edmunds, Attorney-in-Fact
Stock symbol: AN
Transactions as of: Feb 15, 2023
Transactions value $: -$1,069,550
Form type: 4
Date filed: 2/17/2023, 04:00 PM
Previous filing: Nov 3, 2022
Next filing: Feb 23, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AN	Common Stock, par value $0.01 per share	Award	$0	+19.3K	+58.82%	$0.00	52.1K	Feb 15, 2023	Direct	F1
transaction	AN	Common Stock, par value $0.01 per share	Tax liability	-$1.07M	-7.61K	-14.61%	$140.49	44.5K	Feb 15, 2023	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	AN	Restricted Stock Units	Award	$0	+11.8K		$0.00	11.8K	Feb 15, 2023	Common Stock, par value $0.01 per share	11.8K		Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Settlement of shares upon the achievement of applicable performance goals, which were certified by the registrant's Compensation Committee on February 15, 2023, pursuant to the terms of certain performance-based restricted stock units granted on March 2, 2020.
F2	The restricted stock units were granted on March 1, 2022, subject to the satisfaction of a performance goal, which was certified by the registrant's Compensation Committee on February 15, 2023. The restricted stock units will 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 the registrant's common stock or at the registrant's election, the cash value thereof.

Content

Settlement of shares upon the achievement of applicable performance goals, which were certified by the registrant's Compensation Committee on February 15, 2023, pursuant to the terms of certain performance-based restricted stock units granted on March 2, 2020.

The restricted stock units were granted on March 1, 2022, subject to the satisfaction of a performance goal, which was certified by the registrant's Compensation Committee on February 15, 2023. The restricted stock units will 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 the registrant's common stock or at the registrant's election, the cash value thereof.