Impactive Capital LP - Aug 9, 2024 Form 3 Insider Report for ASBURY AUTOMOTIVE GROUP INC (ABG)

Role
10%+ Owner
Signature
IMPACTIVE CAPITAL LP, By: Impactive Capital LLC, its general partner, By: /s/ Lauren Taylor Wolfe, Managing Member
Stock symbol
ABG
Transactions as of
Aug 9, 2024
Transactions value $
$0
Form type
3
Date filed
8/16/2024, 08:15 PM
Next filing
Aug 16, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding ABG Common Stock 2.02M Aug 9, 2024 See Footnote F1, F2

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
holding ABG Cash-Settled Total Return Swap Aug 9, 2024 Common Stock 18.9K See Footnote F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This Form 3 is filed jointly by Impactive Capital LP ("Impactive Capital"), Impactive Capital LLC ("Impactive GP"), Christian Asmar and Lauren Taylor Wolfe (collectively, the "Reporting Persons"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of her, his or its pecuniary interest therein.
F2 The securities of Asbury Automative Group, Inc. (the "Issuer") reported herein are held directly by certain funds and/or accounts (the "Impactive Funds"). Pursuant to an Investment Management Agreement, the Impactive Funds have delegated all voting and investment power over the securities directly held by the Impactive Funds and their general partners to Impactive Capital, which serves as the investment manager of the Impactive Funds. Impactive GP, as the general partner of Impactive Capital, and each of Mr. Asmar and Ms. Taylor Wolfe, as Managing Members of Impactive GP, may be deemed to exercise voting and investment power over such securities. The Impactive Funds specifically disclaim beneficial ownership of such securities by virtue of their inability to vote or dispose of such securities as a result of such delegation to Impactive Capital.
F3 Impactive Capital has entered into cash-settled total return swap agreements (the "Swaps") with an unaffiliated third party financial institution, which provide Impactive Capital with economic exposure to an aggregate 18,866 notional shares. The Swaps provide Impactive Capital with economic results that are comparable to the economic results of ownership but do not provide Impactive Capital the power to vote or direct the voting or dispose of or direct the disposition of the shares of common stock that are the subject of the Swaps (the "Subject Shares"). The Reporting Persons do not have the right to convert the Swaps into shares of common stock at any time. The Reporting Persons expressly disclaim beneficial ownership of the Subject Shares except to the extent of her, his or its pecuniary interest therein.
F4 The Swaps referenced herein provide for various execution prices ranging from $146.1986 to $150.7997. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of notional shares at each separate execution price for each Swap within the range set forth in this footnote.