| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | AN | Common Stock, par value $0.01 per share | 9.63M | Oct 25, 2021 | Direct | F1 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | AN | Forward sale contract (obligation to sell) | Other | +526K | 526K | Oct 25, 2021 | Common Stock, par value $0.01 per share | 526K | Direct | F2, F3, F4 | ||||
| transaction | AN | Forward sale contract (obligation to sell) | Other | +89.3K | 89.3K | Oct 25, 2021 | Common Stock, par value $0.01 per share | 89.3K | Direct | F3, F4, F5, F6 |
| Id | Content |
|---|---|
| F1 | Includes 1,649 shares of common stock of AutoNation, Inc. (the "Issuer"), par value $0.01 per share (each, a "Share") held by The Nicholas Floyd Lampert 2015 Trust ("The Nicholas Trust"), and 1,649 Shares held by The Nina Rose Lampert 2015 Trust (the "The Nina Trust" and, together with The Nicholas Trust, the "Trusts"). Mr. Lampert may be deemed to have beneficial ownership of securities owned by the Trusts. The reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities. The reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the beneficial owner of any securities covered by this statement. |
| F2 | On October 25, 2021, the reporting person entered into a prepaid variable forward sale contract ("Transaction #1") with an unaffiliated bank (the "Bank"). Transaction #1 obligates the reporting person to deliver to the Bank up to 526,320 Shares (or, at the reporting person's election, an equivalent amount of cash, as determined pursuant to the Transaction #1 documentation) on the applicable settlement dates. In exchange for assuming this obligation, the reporting person received a cash payment of $51,268,069.61. Transaction #1 is divided into ten individual components designated by valuation date, which are the ten trading days from May 2, 2022 through May 13, 2022, inclusively, of which the number of Shares with respect to each component is 52,632 (each, the "Transaction #1 Component Share Number" for the relevant component). The reporting person pledged 526,320 Shares (the "Transaction #1 Pledged Shares") to secure the obligations under Transaction #1. |
| F3 | On the settlement date for each component, the reporting person will be obligated to deliver to the Bank a number of Shares determined as follows (or, at the reporting person's election, the reporting person may pay an equivalent amount in cash on the applicable settlement date, as determined pursuant to the Transaction #1 documentation or Transaction #2 documentation, as applicable): (a) if the volume weighted average trading price per Share on the valuation date, as determined pursuant to the Transaction #1 documentation or Transaction #2 documentation, as applicable, for the relevant component (the "Settlement Price") is less than $105.7352 (the "Floor Price"), either the Transaction #1 Component Share Number or the Transaction #2 Component Share Number (as defined below), as applicable for the relevant component; (b) if the Settlement Price is between the Floor Price and $231.2958 (the "Cap Price"), either the Transaction #1 Component Share Number or the |
| F4 | (continued from footnote 3) Transaction #2 Component Share Number, as applicable for the relevant component, multiplied by the Floor Price divided by the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, either the Transaction #1 Component Share Number or the Transaction #2 Component Share Number, as applicable for the relevant component, multiplied by (1 - ((Cap Price - Floor Price), divided by the Settlement Price)). The reporting person retains all voting rights and dispositive power over all of the Pledged Shares (as defined below) during the term of the applicable pledge, subject to the Bank's exercise of default remedies. |
| F5 | Also on October 25, 2021, the reporting person entered into a separate prepaid variable forward sale contract ("Transaction #2", and together with Transaction #1, the "Transactions") with the Bank. Transaction #2 obligates the reporting person to deliver to the Bank up to 89,260 Shares (or, at the reporting person's election, an equivalent amount of cash, as determined pursuant to the Transaction #2 documentation) on the applicable settlement dates. In exchange for assuming this obligation, the reporting person received a cash payment of $8,694,687.44. |
| F6 | (continued from footnote 5) Transaction #2 is also divided into ten individual components designated by valuation date, which are the ten trading days from May 2, 2022 through May 13, 2022, inclusively, of which the number of Shares with respect to each component is 8,926 (each, the "Transaction #2 Component Share Number" for the relevant component). The reporting person pledged 89,260 Shares (the "Transaction #2 Pledged Shares", and together with the Transaction #1 Pledged Shares, the "Pledged Shares") to secure the obligations under Transaction #2. |