| 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 | Dec 9, 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 | +235K | 235K | Dec 9, 2021 | Common Stock, par value $0.01 per share | 235K | Direct | F2, F3, F4, F5 | ||||
| transaction | AN | Forward sale contract (obligation to sell) | Other | +40K | 40K | Dec 9, 2021 | Common Stock, par value $0.01 per share | 40K | Direct | F4, F5, F6, F7 |
| 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 December 9, 2021, the reporting person entered into a prepaid variable forward sale contract ("December Transaction #1") with an unaffiliated bank (the "Bank"). December Transaction #1 obligates the reporting person to deliver to the Bank up to 235,214 Shares (or, at the reporting person's election, an equivalent amount of cash, as determined pursuant to the December Transaction #1 documentation) on the applicable settlement dates. |
| F3 | (Continued from Footnote 2): In exchange for assuming this obligation, the reporting person received a cash payment of $21,988,873.53. December Transaction #1 is divided into ten individual components designated by valuation date, which are the ten trading days from June 16, 2022 through June 30, 2022, inclusively, of which the number of Shares with respect to each component is 23,521 (or 23,525 with respect to the last valuation date) (each, the "December Transaction #1 Component Share Number" for the relevant component). The reporting person pledged 235,214 Shares (the "December Transaction #1 Pledged Shares") to secure the obligations under December Transaction #1. |
| F4 | 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 December Transaction #1 documentation or December Transaction #2 documentation, as applicable): (a) if the volume weighted average trading price per Share on the valuation date, as determined pursuant to the December Transaction #1 documentation or December Transaction #2 documentation, as applicable, for the relevant component (the "Settlement Price") is less than $101.4758 (the "Floor Price"), either the December Transaction #1 Component Share Number or the December Transaction #2 Component Share Number (as defined below), as applicable for the relevant component; |
| F5 | (Continued from Footnote 4): (b) if the Settlement Price is between the Floor Price and $221.9782 (the "Cap Price"), either the December Transaction #1 Component Share Number or the December 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 December Transaction #1 Component Share Number or the December 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. |
| F6 | Also on December 9, 2021, the reporting person entered into a separate prepaid variable forward sale contract ("December Transaction #2") with the Bank. December Transaction #2 obligates the reporting person to deliver to the Bank up to 39,986 Shares (or, at the reporting person's election, an equivalent amount of cash, as determined pursuant to the December Transaction #2 documentation) on the applicable settlement dates. In exchange for assuming this obligation, the reporting person received a cash payment of $3,738,072.98. |
| F7 | (Continued from Footnote 6): December Transaction #2 is also divided into ten individual components designated by valuation date, which are the ten trading days from June 16, 2022 through June 30, 2022, inclusively, of which the number of Shares with respect to each component is 3,998 (or 4,004 with respect to the last valuation date) (each, the "December Transaction #2 Component Share Number" for the relevant component). The reporting person pledged 39,986 Shares (the "December Transaction #2 Pledged Shares", and together with the December Transaction #1 Pledged Shares, the "Pledged Shares") to secure the obligations under December Transaction #2. |