Statement of Changes in Beneficial Ownership (4)
March 07 2023 - 4:53PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
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3235-0287
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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
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1. Name and Address of Reporting Person
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Villasana George A |
2. Issuer Name and Ticker or Trading Symbol
ASBURY AUTOMOTIVE GROUP INC
[
ABG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP, CLO & Secretary |
(Last)
(First)
(Middle)
C/O ASBURY AUTOMOTIVE GROUP, INC., 2905 PREMIERE PARKWAY NW, SUITE 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/3/2023 |
(Street)
DULUTH, GA 30097
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 3/3/2023 | | S | | 5463 | D | $240 | 14152 | D | |
Common Stock | 3/3/2023 | | S | | 2180 (1) | D | $238.16 | 11972 | D | |
Common Stock | 3/3/2023 | | S | | 1400 (2) | D | $239.29 | 10572 | D | |
Common Stock | 3/3/2023 | | S | | 1720 (3) | D | $240.20 | 8852 | D | |
Common Stock | 3/3/2023 | | S | | 200 (4) | D | $240.92 | 8652 | D | |
Common Stock | 3/6/2023 | | M | | 1217 (5) | A | $0 | 9869 | D | |
Common Stock | 3/6/2023 | | F | | 549 (6) | D | $238.02 | 9320 | D | |
Common Stock | 3/7/2023 | | S | | 2202 (7) | D | $238.01 | 7118 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Performance Share Units | (8) | 3/6/2023 | | A | | 3653 | | (8) | (8) | Common Stock | 3653.0 | $0 | 3653 | D | |
Performance Share Units | (8) | 3/6/2023 | | M | | | 1217 | (8) | (8) | Common Stock | 1217.0 | $238.02 | 2436 | D | |
Explanation of Responses: |
(1) | Represents the weighted average share price of an aggregate total of 2,180 shares of Issuer's common stock sold in the price range of $237.80 to $238.59 by the reporting person. The reporting person undertakes to provide upon request by the Commission staff, the Issuer or security holder, full information regarding the number of shares sold at each separate price. |
(2) | Represents the weighted average share price of an aggregate total of 1,400 shares of Issuer's common stock sold in the price range of $238.80 to $239.74 by the reporting person. The reporting person undertakes to provide upon request by the Commission staff, the Issuer or security holder, full information regarding the number of shares sold at each separate price. |
(3) | Represents the weighted average share price of an aggregate total of 1,720 shares of Issuer's common stock sold in the price range of $239.80 to $240.79 by the reporting person. The reporting person undertakes to provide upon request by the Commission staff, the Issuer or security holder, full information regarding the number of shares sold at each separate price. |
(4) | Represents the weighted average share price of an aggregate total of 200 shares of Issuer's common stock sold in the price range of $240.80 to $241.05 by the reporting person. The reporting person undertakes to provide upon request by the Commission staff, the Issuer or security holder, full information regarding the number of shares sold at each separate price. |
(5) | Represents shares of the Issuer's common stock issued upon the vesting of performance share units granted on February 16, 2022. This transaction represents the vesting of one-third of this award. |
(6) | Represents the number of shares of the Issuer's common stock withheld for payment of taxes upon the vesting of performance share units, and the conversion of such units into shares of the Issuer's common stock, granted on February 16, 2022. |
(7) | Represents the weighted average share price of an aggregate total of 2,202 shares of Issuer's common stock sold in the price range of $237.88 to $238.10 by the reporting person. The reporting person undertakes to provide upon request by the Commission staff, the Issuer or security holder, full information regarding the number of shares sold at each separate price. |
(8) | Represents the vesting of performance share units upon the Issuer having met certain performance objectives, which objectives were certified as having been met on March 6, 2023. Each performance share unit converts into one share of the Issuer's common stock upon vesting. One-third of the performance share units granted on February 16, 2022 vested upon certification of the objectives having been met, which occurred on March 6, 2023, an additional one-third vests on February 16, 2024 and the remaining one-third vests on February 16, 2025. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Villasana George A C/O ASBURY AUTOMOTIVE GROUP, INC. 2905 PREMIERE PARKWAY NW, SUITE 300 DULUTH, GA 30097 |
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| SVP, CLO & Secretary |
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Signatures
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/s/George A. Villasana | | 3/7/2023 |
**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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