Sec Form 4 Filing - BENDER JAMES R @ AUTONATION, INC. - 2021-02-15

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
BENDER JAMES R
2. Issuer Name and Ticker or Trading Symbol
AUTONATION, INC. [ AN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and COO
(Last) (First) (Middle)
200 SW 1ST AVE, SUITE 1600
3. Date of Earliest Transaction (MM/DD/YY)
02/15/2021
(Street)
FORT LAUDERDALE, FL33301
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
Restricted Stock Units ( 1 ) 02/15/2021 A 19,683 ( 1 ) ( 1 ) Common Stock, par value $0.01 per share 19,683 $ 0 19,683 D
Restricted Stock Units ( 2 ) 02/15/2021 A 5,191 ( 2 ) ( 2 ) Common Stock, par value $0.01 per share 5,191 $ 0 5,191 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BENDER JAMES R
200 SW 1ST AVE
SUITE 1600
FORT LAUDERDALE, FL33301
President and COO
Signatures
/s/ C. Coleman Edmunds, Attorney-in-Fact 02/17/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The restricted stock units were granted on March 2, 2020, subject to the satisfaction of a performance goal, which was certified by the registrant's Compensation Committee on February 15, 2021. The restricted stock units will vest in 25% annual increments on each of March 2, 2021, March 1, 2022, March 1, 2023 and March 1, 2024. Each restricted stock unit represents a contingent right to receive one share of the registrant's common stock or at the registrant's election, the cash value thereof.
( 2 )The restricted stock units were granted on July 20, 2020, subject to the satisfaction of a performance goal, which was certified by the registrant's Compensation Committee on February 15, 2021. The restricted stock units will vest in 25% annual increments on each of July 20, 2021, March 1, 2022, March 1, 2023 and March 1, 2024. Each restricted stock unit represents a contingent right to receive one share of the registrant's common stock or at the registrant's election, the cash value thereof.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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