Edward S. Lampert - Jun 21, 2022 Form 4 Insider Report for AUTONATION, INC. (AN)

Role: 10%+ Owner
Signature: EDWARD S. LAMPERT, By: /s/ Edward S. Lampert
Stock symbol: AN
Transactions as of: Jun 21, 2022
Transactions value $: $0
Form type: 4
Date filed: 6/23/2022, 09:30 PM
Previous filing: Jun 16, 2022
Next filing: Jun 28, 2022

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	Other		-26.6K	-0.33%		7.95M	Jun 21, 2022	Direct	F1, F2, F3, F4, F5, F6, F7, F8
transaction	AN	Common Stock, par value $0.01 per share	Other		-25.7K	-0.32%		7.93M	Jun 22, 2022	Direct	F2, F3, F4, F5, F6, F7, F8, F9
transaction	AN	Common Stock, par value $0.01 per share	Other		-25K	-0.32%		7.9M	Jun 23, 2022	Direct	F2, F3, F4, F5, F6, F7, F8, F10

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	Forward sale contract (obligation to sell)	Other		-23.5K	-10%		212K	Jun 21, 2022	Common Stock, par value $0.01 per share	22.8K		Direct	F1, F2, F3, F6, F7
transaction	AN	Forward sale contract (obligation to sell)	Other		-4K	-10%		36K	Jun 21, 2022	Common Stock, par value $0.01 per share	3.87K		Direct	F1, F4, F5, F6, F7
transaction	AN	Forward sale contract (obligation to sell)	Other		-23.5K	-11.11%		188K	Jun 22, 2022	Common Stock, par value $0.01 per share	22K		Direct	F2, F3, F6, F7, F9
transaction	AN	Forward sale contract (obligation to sell)	Other		-4K	-11.11%		32K	Jun 22, 2022	Common Stock, par value $0.01 per share	3.73K		Direct	F4, F5, F6, F7, F9
transaction	AN	Forward sale contract (obligation to sell)	Other		-23.5K	-12.5%		165K	Jun 23, 2022	Common Stock, par value $0.01 per share	21.4K		Direct	F2, F3, F6, F7, F10
transaction	AN	Forward sale contract (obligation to sell)	Other		-4K	-12.5%		28K	Jun 23, 2022	Common Stock, par value $0.01 per share	3.64K		Direct	F4, F5, F6, F7, F10

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

Explanation of Responses:

Id	Content
F1	The reporting person delivered 22,765 of the December Transaction #1 Pledged Shares (as defined below) to the unaffiliated bank counterparty (the "Bank") in connection with the physical settlement in respect of the 23,521 December Transaction #1 Pledged Shares subject to the June 16, 2022 valuation date and a Settlement Price (as defined below) of $104.8467 pursuant to the terms of December Transaction #1 (as defined below). The reporting person delivered 3,869 of the December Transaction #2 Pledged Shares (as defined below) to the Bank in connection with the physical settlement in respect of the 3,998 December Transaction #2 Pledged Shares subject to the June 16, 2022 valuation date and a Settlement Price of $104.8467 pursuant to the terms of December Transaction #2 (as defined below).
F2	On December 9, 2021, the reporting person entered into a prepaid variable forward sale contract ("December Transaction #1") with the Bank, which obligated the reporting person to deliver to the Bank up to 235,214 Shares (the "December Transaction #1 Pledged Shares") (or, at Mr. Lampert's election, an equivalent amount of cash, as determined pursuant to the December Transaction #1 documentation) on the applicable settlement dates beginning June 21, 2022. In exchange for entering into December Transaction #1 and assuming this obligation, the reporting person received a cash payment of $21,988,873.53 on December 9, 2021.
F3	(Continued from Footnote 2) December Transaction #1 was 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).
F4	Also on December 9, 2021, the reporting person entered into a separate prepaid variable forward sale contract ("December Transaction #2") with the Bank, which obligated the reporting person to deliver to the Bank up to 39,986 Shares (the "December Transaction #2 Pledged Shares", and together with the December Transaction #1 Pledged Shares, the "Pledged Shares") (or, at Mr. Lampert's election, an equivalent amount of cash, as determined pursuant to the December Transaction #2 documentation) on the applicable settlement dates beginning June 21, 2022. In exchange for entering into December Transaction #2 and assuming this obligation, the reporting person received a cash payment of $3,738,072.98 on December 9, 2021.
F5	(Continued from Footnote 4) December Transaction #2 was also divided into ten individual components designated by valuation date, which are also 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).
F6	On the settlement date for each component (beginning on June 21, 2022), the reporting person was 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 applicable for the relevant component;
F7	(Continued from Footnote 6) (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 during the term of the applicable pledge, subject to the Bank's exercise of default remedies.
F8	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"). The reporting person 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, or otherwise, the beneficial owner of any securities covered by this statement.
F9	The reporting person delivered 21,963 of the December Transaction #1 Pledged Shares to the Bank in connection with the physical settlement in respect of the 23,521 December Transaction #1 Pledged Shares subject to the June 17, 2022 valuation date and a Settlement Price of $108.6726 pursuant to the terms of December Transaction #1. The reporting person delivered 3,733 of the December Transaction #2 Pledged Shares to the Bank in connection with the physical settlement in respect of the 3,998 December Transaction #2 Pledged Shares subject to the June 17, 2022 valuation date and a Settlement Price of $108.6726 pursuant to the terms of December Transaction #2.
F10	The reporting person delivered 21,387 of the December Transaction #1 Pledged Shares to the Bank in connection with the physical settlement in respect of the 23,521 December Transaction #1 Pledged Shares subject to the June 21, 2022 valuation date and a Settlement Price of $111.6035 pursuant to the terms of December Transaction #1. The reporting person delivered 3,635 of the December Transaction #2 Pledged Shares to the Bank in connection with the physical settlement in respect of the 3,998 December Transaction #2 Pledged Shares subject to the June 21, 2022 valuation date and a Settlement Price of $111.6035 pursuant to the terms of December Transaction #2.