Sec Form 4 Filing - Kearney Michael @ ASBURY AUTOMOTIVE GROUP INC - 2013-02-22

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Kearney Michael 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 X __ Officer (give title below) _____ Other (specify below) EVP & COO (Last) (First) (Middle) C/O ASBURY AUTOMOTIVE GROUP, INC., 2905 PREMIERE PARKWAY NW, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 02/22/2013 (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 02/22/2013( 1 ) S 9,017 D $ 33.7211 ( 2 ) 90,165 D Common Stock 03/18/2013 A 8,948 ( 3 ) A $ 0 99,113 D Common Stock 03/18/2013 F 4,291 ( 4 ) D $ 37.19 94,822 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kearney Michael C/O ASBURY AUTOMOTIVE GROUP, INC. 2905 PREMIERE PARKWAY NW, SUITE 300 DULUTH, GA30097 X EVP & COO Signatures /s/ George A. Villasana, Attorney in Fact 03/20/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction is being reported late due to an inadvertent administrative oversight. ( 2 )Repesents the weighted average share price of an aggregate total of 9,017 shares of the Issuer's common stock sold in the price range of $33.70 and $33.77 by the reporting person. The reporting person undertakes to provide upon request by the Commission staff, the Issuer or a security holder, full information regarding the number of shares sold at each separate price. ( 3 )Represents shares of the Issuer's common stock that vested in connection with an award of performance share units granted to the Reporting Person in February 2012 for the performance period of fiscal year 2012 (the "2012 Period"). The actual number of performance share units that could be earned was contingent upon the achievement by the Issuer of certain performance goals set at the beginning of the 2012 Period. Each performance share unit earned converts into one share of the Issuer's common stock. For the 2012 Period, the Issuer achieved performance resulting in a payout of a number of shares of common stock equal to 130% of target and thus awarded the Reporting Person 26,845 shares of common stock. In order for the Reporting Person to receive these shares, the Reporting Person must be an employee of the Issuer on the first, second and third anniversaries of the grant date. This transaction represents the vesting of the first tranche of this award. ( 4 )Represents the number of shares of the Issuer's common stock withheld for payment of taxes on performance shares granted on February 15, 2012.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.