Amended Statement of Beneficial Ownership (sc 13d/a)
December 11 2017 - 9:17AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 49) *
AutoNation,
Inc.
(Name of Issuer)
Common Stock
(Title of
Class of Securities)
05329W102
(CUSIP Number)
Janice V.
Sharry, Esq.
Haynes and Boone, LLP
2323 Victory Avenue, Suite 700
Dallas, Texas 75219
(214) 651-5000
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 7, 2017
(Date of Event which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. ☐
Note
: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for
other parties to whom copies are to be sent.
*
|
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
|
The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (
Act
) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons.
ESL Partners, L.P.
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☒ (b) ☐
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
OO
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
6.
|
|
Citizenship or Place of
Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
4,012,235
|
|
8.
|
|
Shared Voting Power
0
|
|
9.
|
|
Sole Dispositive Power
4,012,235
|
|
10.
|
|
Shared Dispositive Power
11,490,581
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1
5,502,816
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
17.0
% (1)
|
14.
|
|
Type of Reporting Person (See
Instructions)
PN
|
(1)
|
Based upon 91,243,785 shares of common stock outstanding as of October 31, 2017, as disclosed in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, that was filed by the
Issuer with the SEC on November 2, 2017.
|
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons.
RBS Partners, L.P.
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☒ (b) ☐
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
OO
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
6.
|
|
Citizenship or Place of
Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
4,012,235
|
|
8.
|
|
Shared Voting Power
0
|
|
9.
|
|
Sole Dispositive Power
4,012,235
|
|
10.
|
|
Shared Dispositive Power
11,490,581
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1
5,502,816
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
17.0
% (1)
|
14.
|
|
Type of Reporting Person (See
Instructions)
PN
|
(1)
|
Based upon 91,243,785 shares of common stock outstanding as of October 31, 2017, as disclosed in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, that was filed by the
Issuer with the SEC on November 2, 2017.
|
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons.
ESL Investments, Inc.
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☒ (b) ☐
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
OO
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
6.
|
|
Citizenship or Place of
Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
4,012,235
|
|
8.
|
|
Shared Voting Power
0
|
|
9.
|
|
Sole Dispositive Power
4,012,235
|
|
10.
|
|
Shared Dispositive Power
11,490,581
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1
5,502,816
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
17.0
% (1)
|
14.
|
|
Type of Reporting Person (See
Instructions)
CO
|
(1)
|
Based upon 91,243,785 shares of common stock outstanding as of October 31, 2017, as disclosed in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, that was filed by the
Issuer with the SEC on November 2, 2017.
|
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons.
The Lampert Foundation
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☒ (b) ☐
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
OO
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
6.
|
|
Citizenship or Place of
Organization
Connecticut
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
212,821
|
|
8.
|
|
Shared Voting Power
0
|
|
9.
|
|
Sole Dispositive Power
212,821
|
|
10.
|
|
Shared Dispositive Power
0
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
212,821
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
0.2
% (1)
|
14.
|
|
Type of Reporting Person (See
Instructions)
OO
|
(1)
|
Based upon 91,243,785 shares of common stock outstanding as of October 31, 2017, as disclosed in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, that was filed by the
Issuer with the SEC on November 2, 2017.
|
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons.
Edward S. Lampert
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☒ (b) ☐
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
OO
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
6.
|
|
Citizenship or Place of
Organization
United States
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
1
5,715,637
|
|
8.
|
|
Shared Voting Power
0
|
|
9.
|
|
Sole Dispositive Power
4,225,056
|
|
10.
|
|
Shared Dispositive Power
11,490,581
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1
5,715,637
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
17.2
% (1)
|
14.
|
|
Type of Reporting Person (See
Instructions)
IN
|
(1)
|
Based upon 91,243,785 shares of common stock outstanding as of October 31, 2017, as disclosed in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, that was filed by the
Issuer with the SEC on November 2, 2017.
|
This Amendment No. 49 to Schedule 13D (this
Amendment
) relates to shares
of common stock, par value $0.01 per share (the
Shares
), of AutoNation, Inc., a Delaware corporation (the
Issuer
). This Amendment amends the Schedule 13D, as previously amended, filed with the Securities and
Exchange Commission (the
SEC
) by ESL Partners, L.P., a Delaware limited partnership (
ESL
), RBS Partners, L.P., a Delaware limited partnership (
RBS
), ESL Investments, Inc., a Delaware
corporation (
Investments
), The Lampert Foundation, a Connecticut trust (the
Foundation
), and Edward S. Lampert, a United States citizen, by furnishing the information set forth below. Except as otherwise
specified in this Amendment, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D, as previously amended, filed with the SEC.
The Filing Persons are filing this Amendment to report (i) open market sales of Shares on January 26, 2017, and November 2,
2017 by ESL, the Foundation and Mr. Lampert; and (ii) a distribution by ESL of Shares on a
pro rata
basis to certain limited partners that elected in 2017 to redeem all or a portion of their interest in ESL.
Item 5.
|
Interest in Securities of the Issuer.
|
Item 5 is hereby amended and restated in its
entirety as follows:
(a)-(b) Each Filing Person declares that neither the filing of this statement nor
anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
Each Filing Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of
Section 13(d) or 13(g) of the Act. Each Filing Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or
any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or
otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.
As of the time of filing on December 11, 2017, the Filing Persons may be deemed to beneficially own the Shares set forth in the table
below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FILING
PERSON
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
|
|
|
PERCENTAGE
OF
OUTSTANDING
SHARES
|
|
|
SOLE
VOTING
POWER
|
|
|
SHARED
VOTING
POWER
|
|
|
SOLE
DISPOSITIVE
POWER
|
|
|
SHARED
DISPOSITIVE
POWER
|
|
ESL Partners, L.P.
|
|
|
15,502,816
|
(1)
|
|
|
17.0
|
%
|
|
|
4,012,235
|
|
|
|
0
|
|
|
|
4,012,235
|
|
|
|
11,490,581
|
(1)
|
RBS Partners, L.P.
|
|
|
15,502,816
|
(1)(2)
|
|
|
17.0
|
%
|
|
|
4,012,235
|
(2)
|
|
|
0
|
|
|
|
4,012,235
|
(2)
|
|
|
11,490,581
|
(1)
|
ESL Investments, Inc.
|
|
|
15,502,816
|
(1)(3)
|
|
|
17.0
|
%
|
|
|
4,012,235
|
(3)
|
|
|
0
|
|
|
|
4,012,235
|
(3)
|
|
|
11,490,581
|
(1)
|
The Lampert Foundation
|
|
|
212,821
|
|
|
|
0.2
|
%
|
|
|
212,821
|
|
|
|
0
|
|
|
|
212,821
|
|
|
|
0
|
|
Edward S. Lampert
|
|
|
15,715,637
|
(1)(4)(5)
|
|
|
17.2
|
%
|
|
|
15,715,637
|
(1)(4)(5)
|
|
|
0
|
|
|
|
4,225,056
|
(4)(5)
|
|
|
11,490,581
|
(1)
|
(1)
|
This number includes 11,490,581 Shares held by Mr. Lampert. ESL has entered into a
Lock-Up
Agreement with Mr. Lampert that restricts the purchase and sale of securities
owned by Mr. Lampert. Pursuant to the
Lock-Up
Agreement, ESL may be deemed to have shared dispositive power over, and to indirectly beneficially own, securities owned by Mr. Lampert. RBS, Investments
and Mr. Lampert may also be deemed to have shared dispositive power over, and to indirectly beneficially own, such securities.
|
(2)
|
This number includes 4,012,235 Shares held by ESL. RBS is the general partner of, and may be deemed to indirectly beneficially own securities owned by, ESL.
|
(3)
|
This number includes 4,012,235 Shares held by ESL. Investments is the general partner of, and may be deemed to indirectly beneficially own securities owned by, RBS.
|
(4)
|
This number includes 4,012,235 Shares held by ESL. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to indirectly beneficially own securities owned by, Investments.
|
(5)
|
This number includes 212,821 Shares held by the Foundation. Mr. Lampert and his wife Kinga Keh Lampert are
co-trustees
of, and may be deemed to indirectly beneficially own
securities owned by, the Foundation.
|
(c) Other than as set forth on Annex B hereto, there have been
no transactions in the class of securities reported on that were effected by the Filing Persons during the past sixty days or since the most recent filing of Schedule 13D, whichever is less.
(d) Not applicable.
(e) Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
|
|
|
|
|
|
|
Date: December 11, 2017
|
|
|
|
ESL PARTNERS, L.P.
|
|
|
|
|
|
|
|
By: RBS Partners, L.P., as its general partner
|
|
|
|
|
|
|
|
By: ESL Investments, Inc., as its general partner
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Edward S. Lampert
|
|
|
|
|
Name:
|
|
Edward S. Lampert
|
|
|
|
|
Title:
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
RBS PARTNERS, L.P.
|
|
|
|
|
|
|
|
By: ESL Investments, Inc., as its general partner
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Edward S. Lampert
|
|
|
|
|
Name:
|
|
Edward S. Lampert
|
|
|
|
|
Title:
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
ESL INVESTMENTS, INC.
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Edward S. Lampert
|
|
|
|
|
Name:
|
|
Edward S. Lampert
|
|
|
|
|
Title:
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
THE LAMPERT FOUNDATION
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Edward S. Lampert
|
|
|
|
|
Name:
|
|
Edward S. Lampert
|
|
|
|
|
Title:
|
|
Co-Trustee
|
|
|
|
|
|
|
|
EDWARD S. LAMPERT
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Edward S. Lampert
|
ANNEX B
RECENT TRANSACTIONS BY THE FILING PERSONS IN THE SECURITIES OF AUTONATION, INC.
|
|
|
|
|
|
|
|
|
|
|
|
|
Entity
|
|
Date of
Transaction
|
|
Description
of Transaction
|
|
Shares
Disposed
|
|
|
Price
Per Share
|
|
ESL Partners, L.P.
|
|
11/02/2017
|
|
Open Market Sales
|
|
|
3,102
|
|
|
$
|
55.6147
|
|
Edward S. Lampert
|
|
11/02/2017
|
|
Open Market Sales
|
|
|
378
|
|
|
$
|
55.6147
|
|
The Lampert Foundation
|
|
11/02/2017
|
|
Open Market Sales
|
|
|
45
|
|
|
$
|
55.6147
|
|
ESL Partners, L.P.
|
|
12/08/2017
|
|
Pro Rata Distribution of Shares to Redeeming Limited Partners
|
|
|
918,369
|
|
|
$
|
0
|
|
AutoNation (NYSE:AN)
Historical Stock Chart
From Aug 2024 to Sep 2024
AutoNation (NYSE:AN)
Historical Stock Chart
From Sep 2023 to Sep 2024