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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

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/YYYY)

7/31/2014
(Street)

BAY HARBOR, FL 33154
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   7/31/2014     J    1064686   (1) D $0   0   I   See Footnotes   (2) (3) (4) (5)
Common Stock, par value $0.01 per share   7/31/2014     J    1369245   (6) D $0   0   I   See Footnotes   (2) (3) (4) (5)
Common Stock, par value $0.01 per share                  136539   (7) I   See Footnotes   (2) (3) (4) (5)
Common Stock, par value $0.01 per share   7/31/2014     J    136539   (8) D $0   0   I   See Footnotes   (2) (3) (4) (5)
Common Stock, par value $0.01 per share                  13725670   (9) D   (2) (3) (4) (5)  
Common Stock, par value $0.01 per share                  4583   I   See Footnotes   (2) (3) (4) (5) (10)
Common Stock, par value $0.01 per share                  8816224   I   See Footnotes   (2) (3) (4) (5) (11)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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

Explanation of Responses:
( 1)  Represents shares of common stock of AutoNation, Inc. (the "Issuer"), par value $0.01 per share (each, a "Share"), that were distributed by SPE II Partners, LP ("SPE II") on a pro rata basis to its partners (the "SPE II Distribution"). As a result of the SPE II Distribution, SPE II will no longer be a reporting person.
( 2)  This statement is jointly filed by and on behalf of each of Edward S. Lampert, ESL Partners, L.P. ("Partners"), SPE II, SPE Master II, LP ("SPE Master II"), RBS Partners, L.P. ("RBS"), ESL Institutional Partners, L.P. ("Institutional"), RBS Investment Management, L.L.C. ("RBSIM") and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, RBS, SPE II, SPE Master II and Institutional are or were the direct beneficial owners of the securities covered by this statement.
( 3)  RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE II and SPE Master II. RBSIM is the general partner of, and may be deemed to beneficially own securities owned by, Institutional. ESL is the general partner of RBS and the manager of RBSIM. ESL may be deemed to beneficially own securities owned by RBS and RBSIM. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to beneficially own securities owned by, ESL.
( 4)  The reporting persons state that neither the filing of this statement nor anything herein shall be deemed an admission that such persons are, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the beneficial owners of any securities covered by this statement. The reporting persons disclaim beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such persons in such securities.
( 5)  The reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Exchange Act. The reporting persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer.
( 6)  Represents Shares that were distributed by SPE Master II on a pro rata basis to its partners (the "SPE Master II Distribution", and together with the SPE II Distribution, the "Distributions"). As a result of the SPE Master II Distribution, SPE Master II will no longer be a reporting person.
( 7)  Represents Shares received by RBS from SPE II and SPE Master II as a result of the Distributions. The acquisition of Shares by RBS in the Distributions constituted a change in the form of beneficial ownership without a change in pecuniary interest that is exempt from Section 16 of the Exchange Act, pursuant to Rule 16a-13 thereunder. Rule 16a-9(a) under the Exchange Act may also exempt the acquisition of Shares by RBS in the Distributions from Section 16 of the Exchange Act.
( 8)  Represents Shares that were distributed by RBS on a pro rata basis to Mr. Lampert (the "RBS Distribution").
( 9)  Includes Shares received by Mr. Lampert from RBS as a result of the RBS Distribution. The acquisition of Shares by Mr. Lampert in the RBS Distribution constituted a change in the form of beneficial ownership without a change in pecuniary interest that is exempt from Section 16 of the Exchange Act, pursuant to Rule 16a-13 thereunder.
( 10)  Represents shares directly beneficially owned by Institutional.
( 11)  Represents shares directly beneficially owned by Partners.

Remarks:
Exhibit Index
Exhibit 99.1 - Joint Filer Information (filed herewith)
Exhibit 99.2 - Joint Filing Agreement (filed herewith)

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
LAMPERT EDWARD S
1170 KANE CONCOURSE, SUITE 200
BAY HARBOR, FL 33154
X

ESL PARTNERS, L.P.
1170 KANE CONCOURSE, SUITE 200
BAY HARBOR, FL 33154
X

SPE II Partners, LP
1170 KANE CONCOURSE, SUITE 200
BAY HARBOR, FL 33154
X

SPE Master II, LP
1170 KANE CONCOURSE, SUITE 200
BAY HARBOR, FL 33154
X

RBS PARTNERS, L.P.
1170 KANE CONCOURSE, SUITE 200
BAY HARBOR, FL 33154
X

ESL INSTITUTIONAL PARTNERS, L.P.
1170 KANE CONCOURSE, SUITE 200
BAY HARBOR, FL 33154
X

RBS INVESTMENT MANAGEMENT, L.L.C.
1170 KANE CONCOURSE, SUITE 200
BAY HARBOR, FL 33154
X

ESL INVESTMENTS, INC.
1170 KANE CONCOURSE, SUITE 200
BAY HARBOR, FL 33154
X


Signatures
EDWARD S. LAMPERT, By: /s/ Edward S. Lampert 8/4/2014
** Signature of Reporting Person Date

ESL PARTNERS, L.P., By: RBS Partners, L.P., Its: General Partner, By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 8/4/2014
** Signature of Reporting Person Date

SPE II PARTNERS, LP, By: RBS Partners, L.P., Its: General Partner, By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 8/4/2014
** Signature of Reporting Person Date

SPE MASTER II, LP, By: RBS Partners, L.P., Its: General Partner, By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 8/4/2014
** Signature of Reporting Person Date

RBS PARTNERS, L.P., By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 8/4/2014
** Signature of Reporting Person Date

ESL INSTITUTIONAL PARTNERS, L.P., By: RBS Investment Management, L.L.C., Its: General Partner, By: ESL Investments, Inc., Its: Manager, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 8/4/2014
** Signature of Reporting Person Date

RBS INVESTMENT MANAGEMENT, L.L.C., By: ESL Investments, Inc., Its: Manager, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 8/4/2014
** Signature of Reporting Person Date

ESL INVESTMENTS, INC., By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 8/4/2014
** Signature of Reporting Person Date


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 control number.
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