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 *

MSD CAPITAL L P
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
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

645 FIFTH AVENUE, 21ST FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

5/14/2018
(Street)

NEW YORK, NY 10022
(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   5/14/2018     X/K    33264   A $70.65   33264   D   (1) (2) (3) (4)
 
Common Stock   5/14/2018     J/K    33264   D $70.65   0   D   (1) (2) (3) (4)
 
Common Stock   5/15/2018     X/K    21000   A $70.01   21000   D   (1) (2) (3) (4)
 
Common Stock   5/15/2018     J/K    21000   D $70.01   0   D   (1) (2) (3) (4)
 
Common Stock   5/16/2018     X/K    170736   A $70.54   170736   D   (1) (2) (3) (4)
 
Common Stock   5/16/2018     J/K    170736   D $70.54   0   D   (1) (2) (3) (4)
 
Common Stock                  6010   I   See footnotes   (1) (2) (3) (4) (5)

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
Total Return Equity Swap     (6) 5/14/2018     X/K         33264      (6)   (6) Common Stock   33264     (6) 191736   D   (1) (2) (3) (4) (6)
 
Total Return Equity Swap     (6) 5/15/2018     X/K         21000      (6)   (6) Common Stock   21000     (6) 170736   D   (1) (2) (3) (4) (6)
 
Total Return Equity Swap     (6) 5/16/2018     X/K         170736      (6)   (6) Common Stock   170736     (6) 0   D   (1) (2) (3) (4) (6)
 

Explanation of Responses:
(1)  This statement is jointly filed by and on behalf of each of MSD Capital, L.P. ("MSD Capital") MSD Multi-Strategy, L.P. (formerly known as MSD SBI, L.P.) ("MSD Multi-Strategy") and Michael S. Dell. MSD Capital is the general partner of MSD Multi-Strategy and may be deemed to beneficially own securities owned by MSD Multi-Strategy. MSD Capital Management LLC ("MSD Capital Management") is the general partner of MSD Capital and may be deemed to beneficially own securities owned by MSD Capital. Each of Glenn R. Fuhrman, John C. Phelan, and Marc R. Lisker is a manager of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Capital Management. Michael S. Dell is the controlling member of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Capital Management. [footnote cont'd]
(2)  [continuation] Each of Messrs. Dell, Fuhrman, Phelan, and Lisker disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein. Mr. Alsfine, who is a partner in MSD Capital, was appointed to the Issuer's board of directors and each reporting person may be deemed to beneficially own securities owned by Mr. Alsfine.
(3)  Each 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 (the "Act"), or otherwise, the beneficial owner of any securities covered by this statement. Each 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.
(4)  Each reporting person 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 Act. Each reporting 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, a member of a group with respect to the issuer or securities of the issuer. Each of Messrs. Dell, Fuhrman, Phelan, and Lisker disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein. Mr. Alsfine, who is a partner in MSD Capital, was appointed to the Issuer's board of directors and each reporting person may be deemed to beneficially own securities owned by Mr. Alsfine.
(5)  Represents shares owned by Joel Alsfine, a director of the issuer and a partner in MSD Capital.
(6)  On May 3, 2016, MSD Multi-Strategy entered into a cash-settled total return equity swap ("Total Return Swap") with Goldman Sachs International ("Goldman") with a reference price of $58.12. Under the terms of the Total Return Swap (i) MSD Multi-Strategy is obligated to pay to Goldman any negative price performance of the 225,000 shares of common stock subject to the Total Return Swap as of the expiration date of the Total Return Swap, plus financing, and (ii) Goldman is obligated to pay to MSD Multi-Strategy any positive price performance of the 225,000 shares of common stock subject to the Total Return Swap as of the expiration date of such Total Return Swap. Any dividends received by Goldman on the 225,000 shares of common stock during the term of the Total Return Swap will be paid to MSD Multi-Strategy. The transaction reported represents the settlement of the Total Return Swap.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MSD CAPITAL L P
645 FIFTH AVENUE, 21ST FLOOR
NEW YORK, NY 10022
X


DELL MICHAEL S
ONE DELL WAY
ROUND ROCK, TX 78682
X


MSD Multi-Strategy, L.P.
645 FIFTH AVENUE, 21ST FLOOR
NEW YORK, NY 10022
X



Signatures
MSD Capital, L.P. By: MSD Capital Management LLC Its: General Partner By: /s/ Marc R. Lisker 5/16/2018
** Signature of Reporting Person Date

MSD Multi-Strategy, L.P. By: MSD Capital, L.P. Its: General Partner By: MSD Capital Management LLC Its: General Partner By: /s/ Marc R. Lisker Name: Marc R. Lisker Title: Manager 5/16/2018
** Signature of Reporting Person Date

Michael S. Dell By: /s/ Marc R. Lisker Name: Marc R. Lisker Title: Attorney-in-Fact 5/16/2018
** 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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