Sec Form 4 Filing - Oglesby Charles R @ ASBURY AUTOMOTIVE GROUP INC - 2011-08-01

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 Oglesby Charles R 2. Issuer Name and Ticker or Trading Symbol ASBURY AUTOMOTIVE GROUP INC [ ABG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ASBURY AUTOMOTIVE GROUP, INC., 2905 PREMIERE PARKWAY NW 3. Date of Earliest Transaction (MM/DD/YY) 08/01/2011 (Street) DULUTH, GA30097 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 Common stock, par value $.01 per share 08/01/2011 F 10,188 ( 1 ) D $ 0 62,987 D Common stock, par value $.01 per share 08/01/2011 M 67,178 A $ 0 ( 2 ) 130,165 D Common stock, par value $.01 per share 08/01/2011 F 28,518 ( 3 ) D $ 0 101,647 D Common stock, par value $.01 per share 08/01/2011 M 57,859 ( 4 ) A $ 0 159,506 D Common stock, par value $.01 per share 08/01/2011 F 24,562 ( 5 ) D $ 0 134,944 D

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 Restricted Stock Units ( 6 ) 08/01/2011 M 67,178 ( 7 ) ( 7 ) Common stock, par value $.01 per share 67,178 $ 0 0 D Performance Shares (right to receive) ( 8 ) 08/01/2011 M 57,859 ( 8 ) ( 8 ) Common stock, par value $.01 per share 57,859 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Oglesby Charles R C/O ASBURY AUTOMOTIVE GROUP, INC. 2905 PREMIERE PARKWAY NW DULUTH, GA30097 X Signatures Darlene Quashie, Attorney-in-Fact 08/02/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the number of shares of the Issuer's common stock withheld for payment of taxes on shares of restricted stock that vested on July 31, 2011 pursuant to the retirement terms of the Reporting Person's second amended and restated employment agreement with the Issuer dated as of February 9, 2011 (the "Oglesby Employment Agreement"). ( 2 )Each restricted stock unit that vested is equal to one share of the Issuer's common stock. The Reporting Person was granted restricted stock units under the Issuer's 2002 Equity Incentive Plan on February 17, 2010. These restricted stock units vested on July 31, 2011 pursuant to the retirement terms of the Oglesby Employment Agreement. ( 3 )Represents the number of shares of the Issuer's common stock withheld for payment of taxes on restricted stock units that vested on July 31, 2011. ( 4 )These shares of the Issuer's common stock were awarded by the Issuer to the Reporting Person as settlement of certain non-derivative performance shares that were granted for the performance period of fiscal year 2010 (the "2010 Period"). Each performance share converts into one share of the Issuer's common stock and the vesting of such performance shares are contingent upon the Issuer meeting certain performance objectives over the 2010 Period. Had the Issuer's achieved 100% of its performance goals for the 2010 Period, the Reporting Person would have received 64,767 shares. The Issuer achieved 134% of its targeted performance goals for the 2010 Period and thus awarded the Reported Person 86,788 shares of its common stock, representing 134% of the targeted amount. One-third of the performance shares under this performance share award vested as of the grant date. The remaining two-thirds of the shares vested on July 31, 2011 pursuant to the Oglesby Employment Agreement. ( 5 )Represents the number of shares of the Issuer's common stock withheld for payment of taxes on performance shares that vested on July 31, 2011. ( 6 )Each restricted stock unit is equal to one share of the Issuer's common stock. ( 7 )The restricted stock units vested on July 31, 2011 pursuant to the Oglesby Employment Agreement. ( 8 )Each performance share represents a contingent right to receive one share of the Issuer's common stock based on the Issuer's performance during the fiscal year 2010 and the award granted to the Reporting Person as a result of such performance. These performance shares vested on July 31, 2011 pursuant to the Oglesby Employment Agreement.

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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