Sec Form 4 Filing - LAMPERT EDWARD S @ AUTONATION, INC. - 2022-05-17

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 LAMPERT EDWARD S 2. Issuer Name and Ticker or Trading Symbol AUTONATION, INC. [ AN] 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) 1170 KANE CONCOURSE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 05/17/2022 (Street) BAY HARBOR ISLANDS, FL33154 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 $0.01 per share 05/17/2022 J/K( 1 )( 2 )( 3 )( 4 )( 5 )( 6 )( 7 ) 52,613 D 8,526,898 D( 8 )

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 Forward sale contract (obligation to sell) ( 1 )( 2 )( 3 )( 6 )( 7 ) 05/17/2022 J/K 52,632( 1 )( 2 )( 3 )( 6 )( 7 ) ( 1 )( 2 )( 3 )( 6 )( 7 ) ( 1 )( 2 )( 3 )( 6 )( 7 ) Common Stock, par value $0.01 per share 44,984( 1 )( 6 )( 7 ) ( 1 )( 2 )( 3 )( 6 )( 7 ) 0 D Forward sale contract (obligation to sell) ( 1 )( 4 )( 5 )( 6 )( 7 ) 05/17/2022 J/K 8,926( 1 )( 4 )( 5 )( 6 )( 7 ) ( 1 )( 4 )( 5 )( 6 )( 7 ) ( 1 )( 4 )( 5 )( 6 )( 7 ) Common Stock, par value $0.01 per share 7,629( 1 )( 6 )( 7 ) ( 1 )( 4 )( 5 )( 6 )( 7 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LAMPERT EDWARD S 1170 KANE CONCOURSE, SUITE 200 BAY HARBOR ISLANDS, FL33154 X Signatures /s/ Edward S. Lampert 05/19/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person delivered 44,984 of the Transaction #1 Pledged Shares (as defined below) to the unaffiliated bank counterparty (the "Bank") in connection with the physical settlement in respect of the 52,632 Transaction #1 Pledged Shares subject to the May 13, 2022 valuation date and a Settlement Price (as defined below) of $123.7121 pursuant to the terms of Transaction #1 (as defined below). The reporting person delivered 7,629 of the Transaction #2 Pledged Shares (as defined below) to the Bank in connection with the physical settlement in respect of the 8,926 Transaction #2 Pledged Shares subject to the May 13, 2022 valuation date and a Settlement Price of $123.7121 pursuant to the terms of Transaction #2 (as defined below). ( 2 )On October 25, 2021, the reporting person entered into a prepaid variable forward sale contract ("Transaction #1") with the Bank, which obligated the reporting person to deliver to the Bank up to 526,320 shares of common stock of AutoNation, Inc. (the "Issuer"), par value $0.01 per share ("Shares") (the "Transaction #1 Pledged Shares") (or, at the reporting person's election, an equivalent amount of cash, as determined pursuant to the Transaction #1 documentation), on the applicable settlement dates beginning May 4, 2022. In exchange for entering into Transaction #1 and assuming this obligation, the reporting person received a cash payment of $51,268,069.61 on October 25, 2021. ( 3 )(Continued from Footnote 2) Transaction #1 was divided into ten individual components designated by valuation date, which are the ten trading days from May 2, 2022 through May 13, 2022, inclusively, of which the number of Shares with respect to each component is 52,632 (each, the "Transaction #1 Component Share Number" for the relevant component). ( 4 )Also on October 25, 2021, the reporting person entered into a separate prepaid variable forward sale contract ("Transaction #2") with the Bank, which obligated the reporting person to deliver to the Bank up to 89,260 Shares (the "Transaction #2 Pledged Shares", and together with the Transaction #1 Pledged Shares, the "Pledged Shares") (or, at the reporting person's election, an equivalent amount of cash, as determined pursuant to the Transaction #2 documentation) on the applicable settlement dates beginning May 4, 2022. In exchange for entering into Transaction #2 and assuming this obligation, the reporting person received a cash payment of $8,694,687.44 on October 25, 2021. ( 5 )(Continued from Footnote 4) Transaction #2 was also divided into ten individual components designated by valuation date, which are also the ten trading days from May 2, 2022 through May 13, 2022, inclusively, of which the number of Shares with respect to each component is 8,926 (each, the "Transaction #2 Component Share Number" for the relevant component). ( 6 )On the settlement date for each component (beginning on May 4, 2022), the reporting person was obligated to deliver to the Bank a number of Shares determined as follows (or, at the reporting person's election, the reporting person may pay an equivalent amount in cash on the applicable settlement date, as determined pursuant to the Transaction #1 documentation or Transaction #2 documentation, as applicable): (a) if the volume weighted average trading price per Share on the valuation date, as determined pursuant to the Transaction #1 documentation or Transaction #2 documentation, as applicable, for the relevant component (the "Settlement Price") is less than $105.7352 (the "Floor Price"), either the Transaction #1 Component Share Number or the Transaction #2 Component Share Number, as applicable for the relevant component; ( 7 )(Continued from Footnote 6) (b) if the Settlement Price is between the Floor Price and $231.2958 (the "Cap Price"), either the Transaction #1 Component Share Number or the Transaction #2 Component Share Number, as applicable for the relevant component, multiplied by the Floor Price divided by the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, either the Transaction #1 Component Share Number or the Transaction #2 Component Share Number, as applicable for the relevant component, multiplied by (1 - ((Cap Price - Floor Price), divided by the Settlement Price)). The reporting person retains all voting rights and dispositive power over all of the Pledged Shares during the term of the applicable pledge, subject to the Bank's exercise of default remedies. ( 8 )Includes 1,649 Shares held by The Nicholas Floyd Lampert 2015 Trust ("The Nicholas Trust"), and 1,649 Shares held by The Nina Rose Lampert 2015 Trust (the "The Nina Trust" and, together with The Nicholas Trust, the "Trusts"). The reporting person may be deemed to have beneficial ownership of securities owned by the Trusts. The reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities. The reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any securities covered by this statement.

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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