Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date Of Report (Date Of Earliest Event Reported) August 5, 2011

 

 

AutoNation, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-13107      73-1105145

(State or other jurisdiction

of incorporation)

  

(Commission     

File Number)     

  

(IRS Employer

Identification No.)

200 SW 1st Ave

Fort Lauderdale, Florida 33301

(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code (954) 769-6000

 

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 7.01 Regulation FD Disclosure.

On August 5, 2011, Michael J. Short, Executive Vice President and Chief Financial Officer of AutoNation, Inc. (the “Company”), entered into a written trading plan (“Mr. Short’s 10b5-1 Plan”), in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Company’s insider trading policy, to exercise options to acquire 112,100 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and to sell the shares of Common Stock acquired upon exercise of such options. Under Mr. Short’s 10b5-1 Plan, the options will be exercised and shares will be sold, in one or more transactions, if the market price of the Common Stock reaches or exceeds certain minimum price thresholds specified in the plan. Mr. Short’s 10b5-1 Plan is scheduled to terminate on February 3, 2012 (or sooner under certain circumstances including a sale of all 112,100 shares under the plan). The transactions executed in accordance with Mr. Short’s 10b5-1 Plan will be disclosed publicly through Form 144 and Form 4 filings with the Securities and Exchange Commission (the “Commission”).

On August 10, 2011, Michael J. Stephan, the Company’s Vice President, Corporate Controller, entered into a written trading plan (“Mr. Stephan’s 10b5-1 Plan”), in accordance with Rule 10b5-1 under the Exchange Act and the Company’s insider trading policy, to exercise options to acquire 7,417 shares of Common Stock, to sell the shares of Common Stock acquired upon exercise of such options, and to sell 1,106 shares of Common Stock currently held by Mr. Stephan. Under Mr. Stephan’s 10b5-1 Plan, the options will be exercised and shares will be sold, in one or more transactions, if the market price of the Common Stock reaches or exceeds a minimum price threshold specified in the plan. Mr. Stephan’s 10b5-1 Plan is scheduled to terminate on February 10, 2012 (or sooner under certain circumstances including a sale of all 8,523 shares under the plan). The transactions executed in accordance with Mr. Stephan’s 10b5-1 Plan will be disclosed publicly through one or more Form 4 filings with the Commission.

The information furnished pursuant to this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    AUTONATION, INC.

Date: August 11, 2011

     By:   /s/ Jonathan P. Ferrando
       

Jonathan P. Ferrando

Executive Vice President, General Counsel and Secretary