David B. Smith - Feb 8, 2023 Form 4 Insider Report for SONIC AUTOMOTIVE INC (SAH)

Role: Chairman and CEO, Director, 10%+ Owner
Signature: /s/ David B. Smith
Stock symbol: SAH
Transactions as of: Feb 8, 2023
Transactions value $: $0
Form type: 4
Date filed: 2/10/2023, 06:49 AM
Previous filing: Jan 19, 2023
Next filing: Feb 14, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SAH	Class A Common Stock	Award	$0	+70.3K	+15.04%	$0.00	538K	Feb 8, 2023	Direct	F1
holding	SAH	Class A Common Stock						837K	Feb 8, 2023	by OBS Family, LLC	F2

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

Explanation of Responses:

Id	Content
F1	Represents shares of Class A Common Stock issuable upon conversion of restricted stock units granted by the Compensation Committee of Sonic Automotive, Inc. pursuant to the Sonic Automotive, Inc. 2012 Stock Incentive Plan. The restricted stock units may only be settled in shares of Class A Common Stock and are subject to forfeiture based on the satisfaction of performance criteria for fiscal year 2023. If the performance criteria are met, this award will vest in three annual installments, with twenty-five percent (25%) of the shares vesting on March 31, 2024, thirty percent (30%) of the shares vesting on February 8, 2025, and forty-five percent (45%) of the shares vesting on February 8, 2026.
F2	The reporting person disclaims beneficial ownership of such shares of Sonic Automotive, Inc.'s Class A Common Stock, except to the extent of his pecuniary interest therein.

Content

Represents shares of Class A Common Stock issuable upon conversion of restricted stock units granted by the Compensation Committee of Sonic Automotive, Inc. pursuant to the Sonic Automotive, Inc. 2012 Stock Incentive Plan. The restricted stock units may only be settled in shares of Class A Common Stock and are subject to forfeiture based on the satisfaction of performance criteria for fiscal year 2023. If the performance criteria are met, this award will vest in three annual installments, with twenty-five percent (25%) of the shares vesting on March 31, 2024, thirty percent (30%) of the shares vesting on February 8, 2025, and forty-five percent (45%) of the shares vesting on February 8, 2026.

The reporting person disclaims beneficial ownership of such shares of Sonic Automotive, Inc.'s Class A Common Stock, except to the extent of his pecuniary interest therein.