UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 18)*

 

AutoNation, Inc.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

05329W102

(CUSIP Number)

 

John G. Finley, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

(212) 455-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

February 22, 2008

(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. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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 person's 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 ("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



CUSIP No.   05329W102

 

 

1.

Names of Reporting Persons
ESL Partners, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
45,232,582

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
45,232,582

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
62,685,821

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
34.8%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

2



 

 

CUSIP No.   05329W102

 

 

1.

Names of Reporting Persons
ESL Institutional Partners, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
221,701

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
221,701

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
62,685,821

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
34.8%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

3



 

 

CUSIP No.   05329W102

 

 

1.

Names of Reporting Persons
ESL Investors, L.L.C.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
8,699,834

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
8,699,834

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
62,685,821

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
34.8%

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

4



CUSIP No. 05329W102

 

 

1.

Names of Reporting Persons
ESL Investments, Inc.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
62,321,451

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
62,321,451

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
62,685,821

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
34.8%

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

5


 


 

CUSIP No.   05329W102

 

 

1.

Names of Reporting Persons
CBL Partners, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
                        N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
5,712,083

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
5,712,083

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
62,685,821

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
34.8%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

 

6



 

CUSIP No.   05329W102

 

 

1.

Names of Reporting Persons
Tynan, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
                        N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
2,406

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
2,406

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
62,685,821

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
34.8%

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

7



CUSIP No.   05329W102

 

 

1.

Names of Reporting Persons
ESL Investment Management, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
                        N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
61,964

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
61,964

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
62,685,821

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
34.8%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

8



 

CUSIP No.   05329W102

 

 

1.

Names of Reporting Persons
RBS Partners, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
                        N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
56,387,667

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
56,387,667

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
62,685,821

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
34.8%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

 

9



 

CUSIP No.   05329W102

 

 

1.

Names of Reporting Persons
RBS Investment Management, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
                        N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
221,701

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
221,701

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
62,685,821

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
34.8%

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

 

10


 


CUSIP No. 05329W102

 

 

1.

Names of Reporting Persons
Edward S. Lampert

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
62,513,415

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
62,513,415

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
62,685,821

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
34.8%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

11



 

 

CUSIP No. 05329W102

 

 

1.

Names of Reporting Persons
William C. Crowley

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
172,406

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
172,406

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
62,685,821

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
34.8%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

12



 

 

This Amendment No. 18 to Schedule 13D (this “Amendment”) relates to shares of common stock, par value $0.01 per share (“Shares”), of AutoNation, Inc. (the “Issuer”).  This Amendment No. 18 supplementally amends the statement on Schedule 13D, as amended, filed by a group consisting of ESL Partners, L.P., a Delaware limited partnership (“ESL”), ESL Institutional Partners, L.P., a Delaware limited partnership (“Institutional”), ESL Investors, L.L.C., a Delaware limited liability company (“Investors”), ESL Investments, Inc. (“Investments”), CBL Partners, L.P., a Delaware limited partnership (“CBL”), Tynan, LLC (“Tynan”), ESL Investment Management, L.P., a Delaware limited partnership (“ESLIM”), RBS Partners, L.P., a Delaware limited partnership (“RBS”), RBS Investment Management, LLC, a Delaware limited liability company (“RBSIM”), Edward S. Lampert, and William C. Crowley, both United States citizens, by furnishing the information set forth below.  ESL, Institutional, Investors, Investments, CBL, Tynan, ESLIM, RBS, RBSIM, Mr.  Lampert and Mr. Crowley are collectively defined in this Amendment as the “Filing Persons.”  Unless set forth below, 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 amended, previously filed with the Securities and Exchange Commission.

The Filing Persons are filing this Amendment No. 18 to report that the number of Shares that they may be deemed to beneficially own has increased by an amount greater than one percent of the outstanding Shares of the Issuer.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is supplemented as follows:

In open market purchases on February 20, 2008, February 21, 2008 and February 22, 2008, ESL acquired an aggregate of 1,822,580 shares for aggregate consideration of approximately $27,815,905 using working capital. In open market purchases on February 22, 2008, an account established by the investment member of Investors acquired an aggregate of 128,320 shares for aggregate consideration of approximately $1,943,150 using working capital.

Item 5.  Interest in Securities of the Issuer

Item 5 is hereby amended and restated in its entirety to read as follows:

(a)-(b) The Filing Persons may be deemed to beneficially own an aggregate of 62,685,821 Shares (approximately 34.8% of the outstanding Shares based on the Issuer having 180,018,415 Shares outstanding on February 26, 2008).

REPORTING 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.

 

62,685,821 (1)

 

34.8%

 

45,232,582

 

0

 

45,232,582

 

0

ESL Institutional Partners, L.P.

 

62,685,821 (1)

 

34.8%

 

221,701

 

0

 

221,701

 

0

ESL Investors, L.L.C.

 

62,685,821 (1)

 

34.8%

 

8,699,834

 

0

 

8,699,834

 

0

ESL Investments, Inc.

 

62,685,821 (1)

 

34.8%

 

62,321,451 (2)

 

0

 

62,321,451 (2)

 

0

CBL Partners, L.P.

 

62,685,821 (1)

 

34.8%

 

5,712,083

 

0

 

5,712,083

 

0

Tynan, LLC

 

62,685,821 (1)

 

34.8%

 

2,406

 

0

 

2,406

 

0

ESL Investment Management, L.P.

 

62,685,821 (1)

 

34.8%

 

61,964

 

0

 

61,964

 

0

RBS Partners, L.P.

 

62,685,821 (1)

 

34.8%

 

56,387,667 (3)

 

0

 

56,387,667 (3)

 

0

RBS Investment Management, LLC

 

62,685,821 (1)

 

34.8%

 

221,701 (4)

 

0

 

221,701 (4)

 

0

Edward S. Lampert

 

62,685,821 (1)

 

34.8%

 

62,513,415 (5)

 

0

 

62,513,415 (5)

 

0

William C. Crowley

 

62,685,821 (1)

 

34.8%

 

172,406 (6)

 

0

 

172,406 (6)

 

0

 

13



 

 

(1)           This number consists of 45,232,582 Shares held by ESL, 221,701 Shares held by Institutional, 8,699,834 Shares held in an account established by the investment member of Investors, 5,712,083 Shares held by CBL, 2,406 Shares held by Tynan, 61,964 Shares held by ESLIM, 2,455,251 Shares held by RBS, 130,000 Shares held by Mr. Lampert and 170,000 Shares issuable upon the exercise of director stock options held by Mr. Crowley.

(2)           This number consists of 45,232,582 Shares held by ESL, 221,701 Shares held by Institutional, 8,699,834 Shares held in an account established by the investment member of Investors, 5,712,083 Shares held by CBL and 2,455,251 Shares held by RBS.

(3)           This number consists of 45,232,582 Shares held by ESL, 8,699,834 Shares held in an account established by the investment member of Investors and 2,455,251 Shares held by RBS.

(4)           This number consists of 221,701 Shares held by Institutional.

(5)           This number consists of 45,232,582 Shares held by ESL, 221,701 Shares held by Institutional, 8,699,834 Shares held in an account established by the investment member of Investors, 5,712,083 Shares held by CBL, 61,964 Shares held by ESLIM, 2,455,251 Shares held by RBS and 130,000 Shares held by Mr. Lampert.

(6)           This number consists of 2,406 Shares held by Tynan and 170,000 Shares issuable upon the exercise of director stock options held by Mr. Crowley.

(c)           Other than as set forth in Annex A hereto, there have been no transactions in Shares by any of the Filing Persons since February 15, 2008, the date of the last Amendment on Schedule 13D by the Filing Persons.

(d)           Not applicable.

(e)           Not applicable.

 

14



 

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.

Dated:  February 27, 2008

 

 

ESL PARTNERS, L.P.

 

 

 

 

 

By:

RBS Partners, L.P., as its general partner

 

 

 

 

By:

ESL Investments, Inc., as its general partner

 

 

 

 

By:

/s/ Theodore W. Ullyot

 

 

Name: 

Theodore W. Ullyot

 

 

Title:

EVP & General Counsel

 

 

ESL INSTITUTIONAL PARTNERS, L.P.

 

 

 

 

By:

RBS Investment Management, L.L.C., as its general partner

 

 

 

 

By:

ESL Investments, Inc., as its manager

 

 

 

 

By:

/s/ Theodore W. Ullyot

 

 

Name: 

Theodore W. Ullyot

 

 

Title:

EVP & General Counsel

 

 

ESL INVESTORS, L.L.C.

 

 

 

 

By:

RBS Partners, L.P, as its manager

 

 

 

 

 

ESL Investments, Inc., as its general partner

 

 

 

 

By:

/s/ Theodore W. Ullyot

 

 

Name: 

Theodore W. Ullyot

 

 

Title:

EVP & General Counsel

 

 

ESL INVESTMENTS, INC.

 

 

 

 

 

 

 

By:

/s/ Theodore W. Ullyot

 

 

Name: 

Theodore W. Ullyot

 

 

Title:

EVP & General Counsel

 

 

15



 

 

CBL PARTNERS, L.P.

 

 

 

 

 

By:

ESL Investments, Inc., as its general partner

 

 

 

 

By:

/s/ Theodore W. Ullyot

 

 

Name: 

Theodore W. Ullyot

 

 

Title:

EVP & General Counsel

 

 

TYNAN, LLC

 

 

 

 

 

By:

/s/ William C. Crowley

 

 

Name: 

William C. Crowley

 

 

Title:

Member

 

 

ESL INVESTMENT MANAGEMENT, L.P.

 

 

 

 

By:

ESL INVESTMENT MANAGEMENT (GP), L.L.C., its general partner

 

 

 

 

By:

/s/ Edward S. Lampert

 

 

Name: 

Edward S. Lampert

 

 

Title:

Managing Member

 

 

RBS PARTNERS, L.P.

 

 

 

 

By:

ESL Investments, Inc., as its general partner

 

 

 

 

By:

/s/ Theodore W. Ullyot

 

 

Name: 

Theodore W. Ullyot

 

 

Title:

EVP & General Counsel

 

 

RBS INVESTMENT MANAGEMENT, L.L.C.

 

 

 

 

By:

ESL Investments, Inc., as its manager

 

 

 

 

By:

/s/ Theodore W. Ullyot

 

 

Name: 

Theodore W. Ullyot

 

 

Title:

EVP & General Counsel

 

 

EDWARD S. LAMPERT

 

 

 

 

/s/ Edward S. Lampert

 

Edward S. Lampert

 

 

WILLIAM C. CROWLEY

 

 

 

 

/s/ William C. Crowley

 

William C. Crowley

 

 

16


 


 

ANNEX A

 

RECENT TRANSACTIONS BY THE FILING PERSONS IN THE SECURITIES OF AUTONATION, INC.

 

Entity

 

Date of Transaction

 

Nature of Transaction

 

Number of Shares of Common Stock

 

Price per Share

ESL Partners, L.P.

 

2/20/2008

 

open market purchase

 

267,300

 

$15.45

ESL Partners, L.P.

 

2/20/2008

 

open market purchase

 

4,800

 

$15.4

ESL Partners, L.P.

 

2/20/2008

 

open market purchase

 

600

 

$15.43

ESL Partners, L.P.

 

2/20/2008

 

open market purchase

 

28,000

 

$15.35

ESL Partners, L.P.

 

2/20/2008

 

open market purchase

 

28,700

 

$15.3

ESL Partners, L.P.

 

2/20/2008

 

open market purchase

 

6,600

 

$15.2

ESL Partners, L.P.

 

2/20/2008

 

open market purchase

 

48,600

 

$15.23

ESL Partners, L.P.

 

2/20/2008

 

open market purchase

 

3,800

 

$15.22

ESL Partners, L.P.

 

2/20/2008

 

open market purchase

 

300

 

$15.11

ESL Partners, L.P.

 

2/20/2008

 

open market purchase

 

49,300

 

$15.1

ESL Partners, L.P.

 

2/20/2008

 

open market purchase

 

50,000

 

$15.14

ESL Partners, L.P.

 

2/20/2008

 

open market purchase

 

25,000

 

$15.44

ESL Partners, L.P.

 

2/21/2008

 

open market purchase

 

700

 

$15.18

ESL Partners, L.P.

 

2/21/2008

 

open market purchase

 

400

 

$15.19

ESL Partners, L.P.

 

2/21/2008

 

open market purchase

 

10,700

 

$15.20

ESL Partners, L.P.

 

2/21/2008

 

open market purchase

 

9,800

 

$15.21

ESL Partners, L.P.

 

2/21/2008

 

open market purchase

 

16,600

 

$15.22

ESL Partners, L.P.

 

2/21/2008

 

open market purchase

 

25,100

 

$15.23

ESL Partners, L.P.

 

2/21/2008

 

open market purchase

 

700

 

$15.24

ESL Partners, L.P.

 

2/21/2008

 

open market purchase

 

197,500

 

$15.25

ESL Partners, L.P.

 

2/21/2008

 

open market purchase

 

100

 

$15.27

ESL Partners, L.P.

 

2/21/2008

 

open market purchase

 

1,000

 

$15.28

ESL Partners, L.P.

 

2/21/2008

 

open market purchase

 

200

 

$15.29

ESL Partners, L.P.

 

2/21/2008

 

open market purchase

 

78,400

 

$15.30

ESL Partners, L.P.

 

2/21/2008

 

open market purchase

 

200

 

$15.33

ESL Partners, L.P.

 

2/21/2008

 

open market purchase

 

24,100

 

$15.34

ESL Partners, L.P.

 

2/21/2008

 

open market purchase

 

69,500

 

$15.35

ESL Partners, L.P.

 

2/21/2008

 

open market purchase

 

6,200

 

$15.36

ESL Partners, L.P.

 

2/21/2008

 

open market purchase

 

8,000

 

$15.37

ESL Partners, L.P.

 

2/21/2008

 

open market purchase

 

5,400

 

$15.38

ESL Partners, L.P.

 

2/21/2008

 

open market purchase

 

5,800

 

$15.39

ESL Partners, L.P.

 

2/21/2008

 

open market purchase

 

67,200

 

$15.4

ESL Partners, L.P.

 

2/21/2008

 

open market purchase

 

13,700

 

$15.41

ESL Partners, L.P.

 

2/21/2008

 

open market purchase

 

24,000

 

$15.42

ESL Partners, L.P.

 

2/21/2008

 

open market purchase

 

300

 

$15.43

ESL Partners, L.P.

 

2/21/2008

 

open market purchase

 

70,300

 

$15.45

ESL Partners, L.P.

 

2/22/2008

 

open market purchase

 

14,952

(1)

$15.00

ESL Partners, L.P.

 

2/22/2008

 

open market purchase

 

168

(1)

$15.06

ESL Partners, L.P.

 

2/22/2008

 

open market purchase

 

21,672

(1)

$15.08

ESL Partners, L.P.

 

2/22/2008

 

open market purchase

 

17,304

(1)

$15.09

ESL Partners, L.P.

 

2/22/2008

 

open market purchase

 

260,904

(1)

$15.1

ESL Partners, L.P.

 

2/22/2008

 

open market purchase

 

21,672

(1)

$15.11

ESL Partners, L.P.

 

2/22/2008

 

open market purchase

 

3,024

(1)

$15.12

ESL Partners, L.P.

 

2/22/2008

 

open market purchase

 

38,304

(1)

$15.13

ESL Partners, L.P.

 

2/22/2008

 

open market purchase

 

42,000

(1)

$15.14

ESL Partners, L.P.

 

2/22/2008

 

open market purchase

 

43,764

(1)

$15.15

ESL Partners, L.P.

 

2/22/2008

 

open market purchase

 

21,672

(1)

$15.16

ESL Partners, L.P.

 

2/22/2008

 

open market purchase

 

3,948

(1)

$15.17

ESL Partners, L.P.

 

2/22/2008

 

open market purchase

 

32,508

(1)

$15.18

ESL Partners, L.P.

 

2/22/2008

 

open market purchase

 

6,972

(1)

$15.19

ESL Partners, L.P.

 

2/22/2008

 

open market purchase

 

47,817

(1)

$15.2

 

 

1



 

ESL Partners, L.P.

 

2/22/2008

 

open market purchase

 

588

(1)

$15.21

ESL Partners, L.P.

 

2/22/2008

 

open market purchase

 

5,292

(1)

$15.22

ESL Partners, L.P.

 

2/22/2008

 

open market purchase

 

11,004

(1)

$15.23

ESL Partners, L.P.

 

2/22/2008

 

open market purchase

 

11,991

(1)

$15.25

ESL Partners, L.P.

 

2/22/2008

 

open market purchase

 

33,600

(1)

$15.26

ESL Partners, L.P.

 

2/22/2008

 

open market purchase

 

34,524

(1)

$15.3

ESL Investors, L.L.C.

 

2/22/2008

 

open market purchase

 

2,848

(1)

$15.00

ESL Investors, L.L.C.

 

2/22/2008

 

open market purchase

 

32

(1)

$15.06

ESL Investors, L.L.C.

 

2/22/2008

 

open market purchase

 

4,128

(1)

$15.08

ESL Investors, L.L.C.

 

2/22/2008

 

open market purchase

 

3,296

(1)

$15.09

ESL Investors, L.L.C.

 

2/22/2008

 

open market purchase

 

49,696

(1)

$15.1

ESL Investors, L.L.C.

 

2/22/2008

 

open market purchase

 

4,128

(1)

$15.11

ESL Investors, L.L.C.

 

2/22/2008

 

open market purchase

 

576

(1)

$15.12

ESL Investors, L.L.C.

 

2/22/2008

 

open market purchase

 

7,296

(1)

$15.13

ESL Investors, L.L.C.

 

2/22/2008

 

open market purchase

 

8,000

(1)

$15.14

ESL Investors, L.L.C.

 

2/22/2008

 

open market purchase

 

8,336

(1)

$15.15

ESL Investors, L.L.C.

 

2/22/2008

 

open market purchase

 

4,128

(1)

$15.16

ESL Investors, L.L.C.

 

2/22/2008

 

open market purchase

 

752

(1)

$15.17

ESL Investors, L.L.C.

 

2/22/2008

 

open market purchase

 

6,192

(1)

$15.18

ESL Investors, L.L.C.

 

2/22/2008

 

open market purchase

 

1,328

(1)

$15.19

ESL Investors, L.L.C.

 

2/22/2008

 

open market purchase

 

9,108

(1)

$15.2

ESL Investors, L.L.C.

 

2/22/2008

 

open market purchase

 

112

(1)

$15.21

ESL Investors, L.L.C.

 

2/22/2008

 

open market purchase

 

1,008

(1)

$15.22

ESL Investors, L.L.C.

 

2/22/2008

 

open market purchase

 

2,096

(1)

$15.23

ESL Investors, L.L.C.

 

2/22/2008

 

open market purchase

 

2,284

(1)

$15.25

ESL Investors, L.L.C.

 

2/22/2008

 

open market purchase

 

6,400

(1)

$15.26

ESL Investors, L.L.C.

 

2/22/2008

 

open market purchase

 

6,576

(1)

$15.3

 


(1)   These Shares represent a portion of a single trade which was allocated between Partners and an account that was established by the investment member of Investors.

 

        In addition to the transactions reported above, on January 2, 2008, Mr. William C. Crowley, in his capacity as director of AutoNation, Inc., was granted stock options exercisable into 20,000 shares of Common Stock at an exercise price of $15.66 per share.

 

2