Sec Form 4 Filing - FS EQUITY PARTNERS IV LP @ ASBURY AUTOMOTIVE GROUP INC - 2007-05-15

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 FS EQUITY PARTNERS IV LP 2. Issuer Name and Ticker or Trading Symbol ASBURY AUTOMOTIVE GROUP INC [ NYSE: ABG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O FREEMAN SPOGLI & CO., 11100 SANTA MONICA BLVD, SUITE 1900 3. Date of Earliest Transaction (MM/DD/YY) 05/15/2007 (Street) LOS ANGELES, CA90025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 Common stock, par value $.01 per share 05/15/2007 S 2,206,771 D $ 26.92 ( 1 ) 141,131 ( 2 ) ( 3 ) D Common stock, par value $.01 per share 05/15/2007 S 141,131 D $ 26.92 ( 1 ) 0 I By FS Asbury Inc. ( 4 )

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 Am ount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FS EQUITY PARTNERS IV LP C/O FREEMAN SPOGLI & CO. 11100 SANTA MONICA BLVD, SUITE 1900 LOS ANGELES, CA90025 X FS CAPITAL PARTNERS LLC C/O FREEMAN SPOGLI & CO. 11100 SANTA MONICA, BLVD., SUITE 1900 LOS ANGELES, CA20025 X Signatures Lynne A. Burgess, Attorney-in-Fact 05/16/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares were sold in an underwritten offering to the public at a price of $26.92 per share. ( 2 )FS Equity Partners IV, L.P., a Delaware limited partnership (the "Partnership"), sold these shares with other affiliates and affiliated funds of Freeman Spogli & Co. in the underwritten offering. FS Capital Partners, L.L.C., a Delaware limited liability company (the "General Partner"), is the sole general partner of the Partnership. The General Partner disclaims beneficial ownership of the shares held by the Partnership, except to the extent of its pecuniary interest therein. ( 3 )John M. Roth is a director of the Issuer. Mr. Roth is a member and director of the General Partner. Mr. Roth disclaims beneficial ownership of the shares held by the General Partner, except to the extent of his indirect pecuniary interests therein. ( 4 )FS Asbury Inc., a Delaware corporation ("FS Asbury"), sold these shares with other affiliates and affilitated funds of Freeman Spogli & Co. The Partnership is the sole stockholder of FS Asbury and beneficially owns all of the Issuer's shares held by FS Asbury.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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