This Amendment No. 54 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.
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 May 12, 2021, the Filing Persons may be deemed to beneficially own the Shares set forth in the table below.
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FILING PERSON
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NUMBER OF
SHARES
BENEFICIALLY
OWNED
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PERCENTAGE
OF
OUTSTANDING
SHARES
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SOLE
VOTING
POWER
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SHARED
VOTING
POWER
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SOLE
DISPOSITIVE
POWER
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SHARED
DISPOSITIVE
POWER
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ESL Partners, L.P.
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10,027,195
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(1)(2)
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12.5
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%(3)
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968,361
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(2)
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0
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968,361
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(2)
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9,058,834
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(1)
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RBS Partners, L.P.
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10,027,195
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(1)(2)
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12.5
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%(3)
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968,361
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(2)
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0
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968,361
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(2)
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9,058,834
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(1)
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ESL Investments, Inc.
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10,027,195
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(1)(2)
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12.5
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%(3)
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968,361
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(2)
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0
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968,361
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(2)
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9,058,834
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(1)
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The Lampert Foundation
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163,577
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0.2
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%(3)
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163,577
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0
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163,577
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0
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Edward S. Lampert
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10,190,772
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(1)(2)(4)
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12.7
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%(3)
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10,190,772
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(1)(2)(4)
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0
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1,131,938
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(2)(4)
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9,058,834
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(1)
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(1)
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This number includes 9,058,834 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.
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(2)
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This number includes 963,953 Shares held by ESL and 4,408 Shares held in the Liability Accounts controlled by
ESL. RBS is the general partner of, and may be deemed to indirectly beneficially own securities owned by, ESL. Investments is the general partner of, and may be deemed to indirectly beneficially own securities owned by, RBS. Mr. Lampert is the
Chairman, Chief Executive Officer and Director of, and may be deemed to indirectly beneficially own securities owned by, Investments.
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