AMENDMENT NO. 49 TO SCHEDULE 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 49) *

 

 

AutoNation, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

05329W102

(CUSIP Number)

Janice V. Sharry, Esq.

Haynes and Boone, LLP

2323 Victory Avenue, Suite 700

Dallas, Texas 75219

(214) 651-5000

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

December 7, 2017

(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.  ☐

 

 

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, as amended (“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).

 

 

 

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)  ☒        (b)  ☐

 

  3.  

SEC Use Only

 

    

  4.  

Source of Funds (See Instructions)

 

OO

  5.  

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

 

    

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

      7.    

Sole Voting Power

 

4,012,235

     8.    

Shared Voting Power

 

0

     9.    

Sole Dispositive Power

 

4,012,235

   10.    

Shared Dispositive Power

 

11,490,581

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

15,502,816

12.  

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

 

    

13.  

Percent of Class Represented by Amount in Row (11)

 

17.0% (1)

14.  

Type of Reporting Person (See Instructions)

 

PN

 

(1) Based upon 91,243,785 shares of common stock outstanding as of October 31, 2017, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, that was filed by the Issuer with the SEC on November 2, 2017.

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)  ☒        (b)  ☐

 

  3.  

SEC Use Only

 

    

  4.  

Source of Funds (See Instructions)

 

OO

  5.  

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

 

    

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

      7.    

Sole Voting Power

 

4,012,235

     8.    

Shared Voting Power

 

0

     9.    

Sole Dispositive Power

 

4,012,235

   10.    

Shared Dispositive Power

 

11,490,581

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

15,502,816

12.  

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

 

    

13.  

Percent of Class Represented by Amount in Row (11)

 

17.0% (1)

14.  

Type of Reporting Person (See Instructions)

 

PN

 

(1) Based upon 91,243,785 shares of common stock outstanding as of October 31, 2017, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, that was filed by the Issuer with the SEC on November 2, 2017.

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)  ☒        (b)  ☐

 

  3.  

SEC Use Only

 

    

  4.  

Source of Funds (See Instructions)

 

OO

  5.  

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

 

    

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

      7.    

Sole Voting Power

 

4,012,235

     8.    

Shared Voting Power

 

0

     9.    

Sole Dispositive Power

 

4,012,235

   10.    

Shared Dispositive Power

 

11,490,581

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

15,502,816

12.  

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

 

    

13.  

Percent of Class Represented by Amount in Row (11)

 

17.0% (1)

14.  

Type of Reporting Person (See Instructions)

 

CO

 

(1) Based upon 91,243,785 shares of common stock outstanding as of October 31, 2017, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, that was filed by the Issuer with the SEC on November 2, 2017.

CUSIP No. 05329W102  

 

  1.   

Names of Reporting Persons.

 

The Lampert Foundation

  2.  

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

(a)  ☒        (b)  ☐

 

  3.  

SEC Use Only

 

    

  4.  

Source of Funds (See Instructions)

 

OO

  5.  

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

 

    

  6.  

Citizenship or Place of Organization

 

Connecticut

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

      7.    

Sole Voting Power

 

212,821

     8.    

Shared Voting Power

 

0

     9.    

Sole Dispositive Power

 

212,821

   10.    

Shared Dispositive Power

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

212,821

12.  

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

 

    

13.  

Percent of Class Represented by Amount in Row (11)

 

0.2% (1)

14.  

Type of Reporting Person (See Instructions)

 

OO

 

(1) Based upon 91,243,785 shares of common stock outstanding as of October 31, 2017, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, that was filed by the Issuer with the SEC on November 2, 2017.

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)  ☒        (b)  ☐

 

  3.  

SEC Use Only

 

    

  4.  

Source of Funds (See Instructions)

 

OO

  5.  

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

 

    

  6.  

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

      7.    

Sole Voting Power

 

15,715,637

     8.    

Shared Voting Power

 

0

     9.    

Sole Dispositive Power

 

4,225,056

   10.    

Shared Dispositive Power

 

11,490,581

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

15,715,637

12.  

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

 

    

13.  

Percent of Class Represented by Amount in Row (11)

 

17.2% (1)

14.  

Type of Reporting Person (See Instructions)

 

IN

 

(1) Based upon 91,243,785 shares of common stock outstanding as of October 31, 2017, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, that was filed by the Issuer with the SEC on November 2, 2017.

This Amendment No. 49 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.

The Filing Persons are filing this Amendment to report (i) open market sales of Shares on January 26, 2017, and November 2, 2017 by ESL, the Foundation and Mr. Lampert; and (ii) a distribution by ESL of Shares on a pro rata basis to certain limited partners that elected in 2017 to redeem all or a portion of their interest in ESL.

 

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 December 11, 2017, the Filing Persons may be deemed to beneficially own the Shares set forth in the table below.

 

FILING

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.

     15,502,816 (1)      17.0 %      4,012,235       0       4,012,235       11,490,581 (1) 

RBS Partners, L.P.

     15,502,816 (1)(2)      17.0 %      4,012,235 (2)      0       4,012,235 (2)      11,490,581 (1) 

ESL Investments, Inc.

     15,502,816 (1)(3)      17.0 %      4,012,235 (3)      0       4,012,235 (3)      11,490,581 (1) 

The Lampert Foundation

     212,821       0.2 %      212,821       0       212,821       0  

Edward S. Lampert

     15,715,637 (1)(4)(5)      17.2 %      15,715,637 (1)(4)(5)      0       4,225,056 (4)(5)      11,490,581 (1) 

 

(1) This number includes 11,490,581 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.

(2) This number includes 4,012,235 Shares held by ESL. RBS is the general partner of, and may be deemed to indirectly beneficially own securities owned by, ESL.
(3) This number includes 4,012,235 Shares held by ESL. Investments is the general partner of, and may be deemed to indirectly beneficially own securities owned by, RBS.
(4) This number includes 4,012,235 Shares held by ESL. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to indirectly beneficially own securities owned by, Investments.
(5) This number includes 212,821 Shares held by the Foundation. Mr. Lampert and his wife Kinga Keh Lampert are co-trustees of, and may be deemed to indirectly beneficially own securities owned by, the Foundation.

(c)    Other than as set forth on Annex B hereto, there have been no transactions in the class of securities reported on that were effected by the Filing Persons during the past sixty days or since the most recent filing of Schedule 13D, whichever is less.

(d)     Not applicable.

(e)    Not applicable.”

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.

 

Date: December 11, 2017

     ESL PARTNERS, L.P.
    By: RBS Partners, L.P., as its general partner
    By: ESL Investments, Inc., as its general partner
    By:  

/s/ Edward S. Lampert

    Name:   Edward S. Lampert
    Title:   Chief Executive Officer
    RBS PARTNERS, L.P.
    By: ESL Investments, Inc., as its general partner
    By:  

/s/ Edward S. Lampert

    Name:   Edward S. Lampert
    Title:   Chief Executive Officer
    ESL INVESTMENTS, INC.
    By:  

/s/ Edward S. Lampert

    Name:   Edward S. Lampert
    Title:   Chief Executive Officer
    THE LAMPERT FOUNDATION
    By:  

/s/ Edward S. Lampert

    Name:   Edward S. Lampert
    Title:   Co-Trustee
    EDWARD S. LAMPERT
    By:  

/s/ Edward S. Lampert

ANNEX B

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

 

Entity

    Date of
Transaction		   

Description

of Transaction

    Shares
Disposed		      Price
Per Share		  

ESL Partners, L.P.

    11/02/2017    Open Market Sales      3,102      $ 55.6147  

Edward S. Lampert

    11/02/2017    Open Market Sales      378      $ 55.6147  

The Lampert Foundation

    11/02/2017    Open Market Sales      45      $ 55.6147  

ESL Partners, L.P.

    12/08/2017    Pro Rata Distribution of Shares to Redeeming Limited Partners      918,369      $ 0