This Amendment No. 65 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.
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 September 26, 2024, the Filing Persons may be deemed to beneficially own the Shares set forth in the table below.
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| FILING PERSON |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED |
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PERCENTAGE OF
OUTSTANDING
SHARES |
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SOLE
VOTING
POWER |
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SHARED
VOTING
POWER |
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SOLE
DISPOSITIVE
POWER |
|
|
SHARED
DISPOSITIVE
POWER |
|
| ESL Partners, L.P. |
|
|
2,203 |
(1) |
|
Less than 0.1% (2) |
|
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2,203 |
(1) |
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0 |
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2,203 |
(1) |
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0 |
|
| RBS Partners, L.P. |
|
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2,203 |
(1) |
|
Less than 0.1% (2) |
|
|
2,203 |
(1) |
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0 |
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2,203 |
(1) |
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0 |
|
| ESL Investments, Inc. |
|
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2,203 |
(1) |
|
Less than 0.1% (2) |
|
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2,203 |
(1) |
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0 |
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2,203 |
(1) |
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0 |
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| The Lampert Foundation |
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162,002 |
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0.4% (2) |
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162,002 |
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0 |
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162,002 |
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0 |
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| Edward S. Lampert |
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3,701,040 |
(1)(3)(4) |
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9.3% (2) |
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3,701,040 |
(1)(3)(4) |
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0 |
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3,701,040 |
(1)(3)(4) |
|
|
0 |
|
| (1) |
This number includes 2,203 Shares held in the Liability Accounts controlled by ESL. RBS is the general partner
of, and may be deemed to indirectly beneficially own securities owned by, ESL. Investments is the general partner of, and may be deemed to indirectly beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive
Officer and Director of, and may be deemed to indirectly beneficially own securities owned by, Investments. |
| (2) |
This is based upon 39,679,183 Shares outstanding as of July 30, 2024, as disclosed in the Issuer’s
Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, that was filed by the Issuer with the SEC on August 1, 2024. |