Under the Securities Exchange Act of 1934
(Amendment No. 28)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

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

(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 §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 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 (the “Exchange 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).

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This Amendment No. 28 (this “Amendment”) amends and supplements the amended Schedule 13D filed on behalf of Penske Corporation, a Delaware corporation, and Roger S. Penske with the Securities and Exchange Commission on August 23, 2016 (the “Schedule 13D”), relating to the voting common stock, par value $0.0001 per share (the “Voting Common Stock”), of Penske Automotive Group, Inc., a Delaware corporation (the “Company”).  Penske Corporation and Roger S. Penske are the current reporting persons under the Schedule 13D (the “Reporting Persons”). Information reported in the Schedule 13D remains in effect to the extent that is amended, restated or superseded by information contained in this Amendment or a prior amendment.  Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.

Item 2.  Identity and Background.

Item 2 of the Schedule 13D is hereby amended and supplemented as follows:

Information with respect to the directors and executive officers of the Reporting Persons set forth in Annex A to the Schedule 13D is hereby amended and restated in its entirety as set forth in Annex A to this Amendment and is incorporated herein by reference.

Item 3.  Source and Amount of Funds or Other Consideration.

The total amount of funds used to purchase the 1,060,764 shares of Voting Common Stock acquired by Penske Corporation through Penske Automotive Holdings Corp. (“PAHC”), its wholly owned subsidiary, as described in Item 5 below was $48,437,213.  Such funds were obtained from the working capital of Penske Corporation and were contributed to PAHC by Penske Corporation.

Item 4.  Purpose of Transaction.

The shares of Voting Common Stock acquired by Penske Corporation, through PAHC, its wholly owned subsidiary, as described in Item 5(c) below were, in each case, purchased for investment purposes.

Item 5.  Interest in Securities of the Issuer.

Based on information provided by the Company, as of September 7, 2016, there were 85,176,155 shares of Voting Common Stock outstanding.  Based on this amount of shares of Voting Common Stock outstanding:

(a)                                 As of September 8, 2016:

·                  Penske Corporation beneficially owned 33,985,204 shares of Voting Common Stock, representing 39.9% of the Voting Common Stock outstanding.  These figures reflect the beneficial ownership of shares of Voting Common Stock by Roger S. Penske and Penske Corporation as a group.  The number of shares of Voting Common Stock beneficially owned by Penske Corporation without regard to such group status is 33,046,629 shares, representing 38.8% of the outstanding Voting Common Stock.  See Annex A for beneficial ownership information with respect to directors and executive officers of Penske Corporation.

·                  Roger S. Penske beneficially owned 33,985,204 shares of Voting Common Stock, representing 39.9% of the Voting Common Stock outstanding.

The parties to the Stockholders Agreement (as defined in Item 6 in Amendment 26 to the Schedule 13D) may be deemed to constitute a “group” within the meaning of Section 13(d) of the Exchange Act and, as a party to the Stockholders Agreement, each of Penske Corporation and Roger S. Penske may be deemed to share beneficial ownership of the shares of Voting Common Stock owned by Mitsui.  Penske Corporation and Roger S. Penske

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expressly disclaim beneficial ownership of any shares of Voting Common Stock held by Mitsui. In Amendment 7 to Schedule 13D filed on July 30, 2013 by Mitsui, Mitsui reported beneficial ownership of 15,559,217 shares of Voting Common Stock. Including the shares reported by Mitsui under its Schedule 13D, Penske Corporation and Roger S. Penske would beneficially own 49,544,421 shares of Voting Common Stock, representing 58.2% of the Voting Common Stock outstanding.

(b)                                 As of September 8, 2016:

Penske Corporation shared power to direct the vote of 33,046,629 shares of Voting Common Stock and shared power to direct the disposition of 32,919,523 shares of Voting Common Stock.  See Annex A for information with respect to directors and executive officers of Penske Corporation.

Roger S. Penske had the sole power to direct the vote of 938,575 shares of Voting Common Stock, shared power to direct the vote of 33,046,629 shares of Voting Common Stock, had the sole power to direct the disposition of 993,337 shares of Voting Common Stock and shared power to direct the disposition of 32,919,523 shares of Voting Common Stock.

(c)                                  Since August 23, 2016, Penske Corporation, through its wholly owned subsidiary, PAHC, with the consent of the Company and in compliance with Rule 10b-18 under the Exchange Act, purchased the following shares of Voting Common Stock, all in open market transactions on the New York Stock Exchange:

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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.

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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.

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Annex A

Executive Officers and Directors of Penske Corporation

The name, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of Penske Corporation is set forth below. Each executive officer and each director of Penske Corporation is a citizen of the United States.

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(1)  The business address of this individual is 2555 Telegraph Road, Bloomfield Hills, Michigan 48302-0954.

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