Lampert Edward S's Form 4 filing
Autonation, Inc. (AN) · filed May 6, 2022
- Accession no.
- 0000899243-22-017132
- Filed
- May 6, 2022
- Trade date
- May 4-6, 2022
- Filing delay
- 2 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
This filing lists 6 non-derivative transactions and 6 derivative transactions. Open-market sales total $12.4M. It was filed 2 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Lampert Edward SCIK 0001183200 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| May 4, 2022 | Common Stock, par value $0.01 per share | SSaleDisposed | −98,290 | $125.68 | −$12,353,087.2 | 9,072,314 | Direct | |
| May 4, 2022 | Common Stock, par value $0.01 per share | JOtherDisposed | −55,306 | –F2,F3,F4,F5,F6,F7 | – | 9,017,008 | Direct | |
| May 5, 2022 | Common Stock, par value $0.01 per share | SSaleDisposed | −98 | $123.00 | −$12,054 | 9,016,910 | Direct | |
| May 5, 2022 | Common Stock, par value $0.01 per share | JOtherDisposed | −53,406 | –F3,F4,F5,F6,F7,F8 | – | 8,963,504 | Direct | |
| May 6, 2022 | Common Stock, par value $0.01 per share | JOtherDisposed | −6,680 | $124.02 | −$828,453.6 | 8,956,824 | Direct | |
| May 6, 2022 | Common Stock, par value $0.01 per share | JOtherDisposed | −52,296 | –F3,F4,F5,F6,F7,F9 | – | 8,904,528 | Direct |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| May 4, 2022 | Common Stock, par value $0.01 per share | JOtherDisposed | −47,287 | –F2,F3,F6,F7 | – | 473,688 | Direct | |
| May 4, 2022 | Common Stock, par value $0.01 per share | JOtherDisposed | −8,019 | –F2,F4,F5,F6,F7 | – | 80,334 | Direct | |
| May 5, 2022 | Common Stock, par value $0.01 per share | JOtherDisposed | −45,662 | –F3,F6,F7,F8 | – | 421,056 | Direct | |
| May 5, 2022 | Common Stock, par value $0.01 per share | JOtherDisposed | −7,744 | –F4,F5,F6,F7,F8 | – | 71,408 | Direct | |
| May 6, 2022 | Common Stock, par value $0.01 per share | JOtherDisposed | −44,713 | –F3,F6,F7,F9 | – | 368,424 | Direct | |
| May 6, 2022 | Common Stock, par value $0.01 per share | JOtherDisposed | −7,583 | –F4,F5,F6,F7,F9 | – | 62,482 | Direct |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F2
The reporting person delivered 47,287 of the Transaction #1 Pledged Shares (as defined below) to the unaffiliated bank counterparty (the "Bank") in connection with the physical settlement in respect of the 52,632 Transaction #1 Pledged Shares subject to the May 2, 2022 valuation date and a Settlement Price (as defined below) of $117.6877 pursuant to the terms of Transaction #1 (as defined below). The reporting person delivered 8,019 of the Transaction #2 Pledged Shares (as defined below) to the Bank in connection with the physical settlement in respect of the 8,926 Transaction #2 Pledged Shares subject to the May 2, 2022 valuation date and a Settlement Price of $117.6877 pursuant to the terms of Transaction #2 (as defined below).
Referenced by the price of 1 transaction in Table I and 2 transactions in Table II.
- F3
On October 25, 2021, the reporting person entered into a prepaid variable forward sale contract ("Transaction #1") with the Bank, which obligated the reporting person to deliver to the Bank up to 526,320 Shares (the "Transaction #1 Pledged Shares") (or, at Mr. Lampert's election, an equivalent amount of cash, as determined pursuant to the Transaction #1 documentation) on the applicable settlement dates beginning May 4, 2022. In exchange for entering into Transaction #1 and assuming this obligation, the reporting person received a cash payment of $51,268,069.61 on October 25, 2021. Transaction #1 was divided into ten individual components designated by valuation date, which are the ten trading days from May 2, 2022 through May 13, 2022, inclusively, of which the number of Shares with respect to each component is 52,632 (each, the "Transaction #1 Component Share Number" for the relevant component).
Referenced by the price of 3 transactions in Table I and 3 transactions in Table II.
- F4
Also on October 25, 2021, the reporting person entered into a separate prepaid variable forward sale contract ("Transaction #2") with the Bank, which obligated the reporting person to deliver to the Bank up to 89,260 Shares (the "Transaction #2 Pledged Shares", and together with the Transaction #1 Pledged Shares, the "Pledged Shares") (or, at Mr. Lampert's election, an equivalent amount of cash, as determined pursuant to the Transaction #2 documentation) on the applicable settlement dates beginning May 4, 2022. In exchange for entering into Transaction #2 and assuming this obligation, the reporting person received a cash payment of $8,694,687.44 on October 25, 2021. Transaction #2 was also divided into ten individual components designated by valuation date, which are also the ten trading days from May 2, 2022 through May 13, 2022, inclusively, of which the number of Shares with respect to each component is 8,926 (each,
Referenced by the price of 3 transactions in Table I and 3 transactions in Table II.
- F5
(Continued from footnote 4) the "Transaction #1 Component Share Number" for the relevant component).
Referenced by the price of 3 transactions in Table I and 3 transactions in Table II.
- F6
On the settlement date for each component (beginning on May 4, 2022), the reporting person was obligated to deliver to the Bank a number of Shares determined as follows (or, at the reporting person's election, the reporting person may pay an equivalent amount in cash on the applicable settlement date, as determined pursuant to the Transaction #1 documentation or Transaction #2 documentation, as applicable): (a) if the volume weighted average trading price per Share on the valuation date, as determined pursuant to the Transaction #1 documentation or Transaction #2 documentation, as applicable, for the relevant component (the "Settlement Price") is less than $105.7352 (the "Floor Price"), either the Transaction #1 Component Share Number or the Transaction #2 Component Share Number, as applicable for the relevant component; (b) if the Settlement Price is between the Floor Price and $231.2958 (the "Cap Price"), either the Transaction #1 Component Share Number or the Transaction #2
Referenced by the price of 3 transactions in Table I and 6 transactions in Table II.
- F7
(Continued from footnote 6) Component Share Number, as applicable for the relevant component, multiplied by the Floor Price divided by the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, either the Transaction #1 Component Share Number or the Transaction #2 Component Share Number, as applicable for the relevant component, multiplied by (1 - ((Cap Price - Floor Price), divided by the Settlement Price)). The reporting person retains all voting rights and dispositive power over all of the Pledged Shares during the term of the applicable pledge, subject to the Bank's exercise of default remedies.
Referenced by the price of 3 transactions in Table I and 6 transactions in Table II.
- F8
The reporting person delivered 45,662 of the Transaction #1 Pledged Shares to the Bank in connection with the physical settlement in respect of the 52,632 Transaction #1 Pledged Shares subject to the May 3, 2022 valuation date and a Settlement Price of $121.8757 pursuant to the terms of Transaction #1. The reporting person delivered 7,744 of the Transaction #2 Pledged Shares to the Bank in connection with the physical settlement in respect of the 8,926 Transaction #2 Pledged Shares subject to the May 3, 2022 valuation date and a Settlement Price of $121.8757 pursuant to the terms of Transaction #2.
Referenced by the price of 1 transaction in Table I and 2 transactions in Table II.
- F9
The reporting person delivered 44,713 of the Transaction #1 Pledged Shares to the Bank in connection with the physical settlement in respect of the 52,632 Transaction #1 Pledged Shares subject to the May 4, 2022 valuation date and a Settlement Price of $124.4616 pursuant to the terms of Transaction #1. The reporting person delivered 7,583 of the Transaction #2 Pledged Shares to the Bank in connection with the physical settlement in respect of the 8,926 Transaction #2 Pledged Shares subject to the May 4, 2022 valuation date and a Settlement Price of $124.4616 pursuant to the terms of Transaction #2.
Referenced by the price of 1 transaction in Table I and 2 transactions in Table II.