Lampert Edward S's Form 4 filing
Autonation, Inc. (AN) · filed Jun 29, 2022
- Accession no.
- 0000899243-22-024550
- Filed
- Jun 29, 2022
- Trade date
- Jun 27-29, 2022
- Filing delay
- 2 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
This filing lists 4 non-derivative transactions and 6 derivative transactions. Open-market sales total $539.2K. 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 |
|---|---|---|---|---|---|---|---|---|
| Jun 27, 2022 | Common Stock, par value $0.01 per share | SSaleDisposed | −4,587 | $117.55 | −$539,201.85 | 7,874,558 | Direct | |
| Jun 27, 2022 | Common Stock, par value $0.01 per share | JOtherDisposed | −25,043 | –F2,F3,F4,F5,F6,F7,F8 | – | 7,849,515 | Direct | |
| Jun 28, 2022 | Common Stock, par value $0.01 per share | JOtherDisposed | −24,125 | –F3,F4,F5,F6,F7,F8,F9 | – | 7,825,390 | Direct | |
| Jun 29, 2022 | Common Stock, par value $0.01 per share | JOtherDisposed | −23,864 | –F3,F4,F5,F6,F7,F8,F10 | – | 7,801,526 | 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 |
|---|---|---|---|---|---|---|---|---|
| Jun 27, 2022 | Common Stock, par value $0.01 per share | JOtherDisposed | −21,405 | –F2,F3,F4,F7,F8 | – | 117,609 | Direct | |
| Jun 27, 2022 | Common Stock, par value $0.01 per share | JOtherDisposed | −3,638 | –F2,F5,F6,F7,F8 | – | 19,996 | Direct | |
| Jun 28, 2022 | Common Stock, par value $0.01 per share | JOtherDisposed | −20,620 | –F3,F4,F7,F8,F9 | – | 94,088 | Direct | |
| Jun 28, 2022 | Common Stock, par value $0.01 per share | JOtherDisposed | −3,505 | –F5,F6,F7,F8,F9 | – | 15,998 | Direct | |
| Jun 29, 2022 | Common Stock, par value $0.01 per share | JOtherDisposed | −20,397 | –F3,F4,F7,F8,F10 | – | 70,567 | Direct | |
| Jun 29, 2022 | Common Stock, par value $0.01 per share | JOtherDisposed | −3,467 | –F5,F6,F7,F8,F10 | – | 12,000 | 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 21,405 of the December Transaction #1 Pledged Shares (as defined below) to the unaffiliated bank counterparty ("the Bank") in connection with the physical settlement in respect of the 23,521 December Transaction #1 Pledged Shares subject to the June 23, 2022 valuation date and a Settlement Price (as defined below) of $111.5049 pursuant to the terms of December Transaction #1 (as defined below). The reporting person delivered 3,638 of the December Transaction #2 Pledged Shares to the Bank in connection with the physical settlement in respect of the 3,998 December Transaction #2 Pledged Shares (as defined below) subject to the June 23, 2022 valuation date and a Settlement Price of $111.5049 pursuant to the terms of December Transaction #2 (as defined below).
Referenced by the price of 1 transaction in Table I and 2 transactions in Table II.
- F3
On December 9, 2021, the reporting person entered into a prepaid variable forward sale contract ("December Transaction #1") with the Bank, which obligated the reporting person to deliver to the Bank up to 235,214 Shares (the "December Transaction #1 Pledged Shares") (or, at Mr. Lampert's election, an equivalent amount of cash, as determined pursuant to the December Transaction #1 documentation) on the applicable settlement dates beginning June 21, 2022. In exchange for entering into December Transaction #1 and assuming this obligation, the reporting person received a cash payment of $21,988,873.53 on December 9, 2021.
Referenced by the price of 3 transactions in Table I and 3 transactions in Table II.
- F4
(Continued from Footnote 3) December Transaction #1 was divided into ten individual components designated by valuation date, which are the ten trading days from June 16, 2022 through June 30, 2022, inclusively, of which the number of Shares with respect to each component is 23,521 (or 23,525 with respect to the last valuation date) (each, the "December 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.
- F5
Also on December 9, 2021, the reporting person entered into a separate prepaid variable forward sale contract ("December Transaction #2") with the Bank, which obligated the reporting person to deliver to the Bank up to 39,986 Shares (the "December Transaction #2 Pledged Shares", and together with the December Transaction #1 Pledged Shares, the "Pledged Shares") (or, at Mr. Lampert's election, an equivalent amount of cash, as determined pursuant to the December Transaction #2 documentation) on the applicable settlement dates beginning June 21, 2022. In exchange for entering into December Transaction #2 and assuming this obligation, the reporting person received a cash payment of $3,738,072.98 on December 9, 2021.
Referenced by the price of 3 transactions in Table I and 3 transactions in Table II.
- F6
(Continued from Footnote 5) December Transaction #2 was also divided into ten individual components designated by valuation date, which are also the ten trading days from June 16, 2022 through June 30, 2022, inclusively, of which the number of Shares with respect to each component is 3,998 (or 4,004 with respect to the last valuation date) (each, the "December Transaction #2 Component Share Number" for the relevant component).
Referenced by the price of 3 transactions in Table I and 3 transactions in Table II.
- F7
On the settlement date for each component (beginning on June 21, 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 December Transaction #1 documentation or December Transaction #2 documentation, as applicable): (a) if the volume weighted average trading price per Share on the valuation date, as determined pursuant to the December Transaction #1 documentation or December Transaction #2 documentation, as applicable, for the relevant component (the "Settlement Price") is less than $101.4758 (the "Floor Price"), either the December Transaction #1 Component Share Number or the December Transaction #2 Component Share Number, as applicable for the relevant component;
Referenced by the price of 3 transactions in Table I and 6 transactions in Table II.
- F8
(Continued from Footnote 8) (b) if the Settlement Price is between the Floor Price and $221.9782 (the "Cap Price"), either the December Transaction #1 Component Share Number or the December Transaction #2 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 December Transaction #1 Component Share Number or the December 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.
- F9
The reporting person delivered 20,620 of the December Transaction #1 Pledged Shares to the Bank in connection with the physical settlement in respect of the 23,521 December Transaction #1 Pledged Shares subject to the June 24, 2022 valuation date and a Settlement Price of $115.7544 pursuant to the terms of December Transaction #1. The reporting person delivered 3,505 of the December Transaction #2 Pledged Shares to the Bank in connection with the physical settlement in respect of the 3,998 December Transaction #2 Pledged Shares subject to the June 24, 2022 valuation date and a Settlement Price of $115.7544 pursuant to the terms of December Transaction #2.
Referenced by the price of 1 transaction in Table I and 2 transactions in Table II.
- F10
The reporting person delivered 20,397 of the December Transaction #1 Pledged Shares to the Bank in connection with the physical settlement in respect of the 23,521 December Transaction #1 Pledged Shares subject to the June 27, 2022 valuation date and a Settlement Price of $117.0151 pursuant to the terms of December Transaction #1. The reporting person delivered 3,467 of the December Transaction #2 Pledged Shares to the Bank in connection with the physical settlement in respect of the 3,998 December Transaction #2 Pledged Shares subject to the June 27, 2022 valuation date and a Settlement Price of $117.0151 pursuant to the terms of December Transaction #2.
Referenced by the price of 1 transaction in Table I and 2 transactions in Table II.