Sec Form 4 Filing - SMITH DAVID BRUTON @ SONIC AUTOMOTIVE INC - 2015-06-16

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
SMITH DAVID BRUTON
2. Issuer Name and Ticker or Trading Symbol
SONIC AUTOMOTIVE INC [ SAH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Vice Chairman
(Last) (First) (Middle)
C/O SONIC AUTOMOTIVE, INC., 4401 COLWICK ROAD
3. Date of Earliest Transaction (MM/DD/YY)
06/16/2015
(Street)
CHARLOTTE, NC28211
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock ( 1 ) 06/16/2015 P 67.64 ( 2 ) ( 1 ) ( 1 ) Class A Common Stock 67.64 $ 24.24 ( 3 ) 8,881,250 ( 4 ) I by SFC
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SMITH DAVID BRUTON
C/O SONIC AUTOMOTIVE, INC.
4401 COLWICK ROAD
CHARLOTTE, NC28211
X Vice Chairman
Signatures
/s/ David Bruton Smith 06/19/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares of Sonic Automotive, Inc.'s Class B Common Stock are convertible into shares of Sonic Automotive, Inc.'s Class A Common Stock on a 1-for-1 basis at the option of the reporting person and there is no expiration date.
( 2 )The reported securities are held by Sonic Financial Corporation ("SFC"), a North Carolina corporation of which the reporting person is a shareholder and an officer. On June 16, 2015, the reporting person's father, Mr. O. Bruton Smith, transferred voting shares of SFC to the reporting person and certain of his siblings in connection with estate and financial planning by Mr. O. Bruton Smith, and therefore, such transaction constitutes a proportionate transfer of his pecuniary interest in shares of Sonic Automotive, Inc.'s Class B Common Stock held by SFC to the reporting person.
( 3 )Based solely on the closing price of Sonic Automotive, Inc.'s Class A Common Stock on June 15, 2015, as reported by the New York Stock Exchange.
( 4 )Represents the entire amount of Sonic Automotive, Inc.'s Class B Common Stock held by SFC. The reporting person disclaims beneficial ownership of Sonic Automotive, Inc.'s Class B Common Stock held by SFC, except to the extent of his pecuniary interest therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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