Statement of Changes in Beneficial Ownership (4)
March 06 2020 - 3:06PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Stax William Frederick |
2. Issuer Name and Ticker or Trading Symbol
ASBURY AUTOMOTIVE GROUP INC
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ABG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CAO & Interim PFO |
(Last)
(First)
(Middle)
C/O ASBURY AUTOMOTIVE GROUP, INC., 2905 PREMIERE PARKWAY NW, SUITE 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/5/2020 |
(Street)
DULUTH, GA 30097
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 3/5/2020 | | M | | 301 (1) | A | $0 | 6122 | D | |
Common Stock | 3/5/2020 | | F | | 91 (2) | D | $88.62 | 6031 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Performance Share Units | (3) | 3/5/2020 | | A | | 904 | | (3) | (3) | Common Stock | 904.0 | $0 | 904 | D | |
Performance Share Units | (3) | 3/5/2020 | | F | | | 301 | (3) | (3) | Common Stock | 301.0 | $88.62 | 603 | D | |
Explanation of Responses: |
(1) | Represents shares of the Issuer's common stock issued upon the vesting of performance share units granted on February 7, 2019. This transaction represents the vesting of one-third of this award. |
(2) | Represents the number of shares of the Issuer's common stock withheld for payment of taxes upon the vesting of performance share units, and the conversion of such units into shares of the Issuer's common stock, granted on February 7, 2019. |
(3) | Represents vesting of performance share units upon the Issuer having met certain performance objectives, which objectives were certified as having been met on March 5, 2020. Each performance share unit converts into one share of the Issuer's common stock upon vesting. One-third of the performance share units granted on February 7, 2019 vested upon certification of the objectives having been met, which occurred on March 5, 2020, an additional one-third vests on February 7, 2021 and the remaining one-third vests on February 7, 2022. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Stax William Frederick C/O ASBURY AUTOMOTIVE GROUP, INC. 2905 PREMIERE PARKWAY NW, SUITE 300 DULUTH, GA 30097 |
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| CAO & Interim PFO |
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Signatures
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/s/George A. Villasana, Attorney In-Fact | | 3/6/2020 |
**Signature of Reporting Person | Date |
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