SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No.2) *


Group 1 Automotive, Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
398905109
(CUSIP Number)
 
December 31, 2018
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

          X   Rule 13d-1(b)
   
 

Rule 13d-1(c)

   
 

Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 8


CUSIP No. 398905109

1

NAME OF REPORTING PERSON

Manulife Financial Corporation
                
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐
(b) ☐		                
N/A
 
3 SEC USE ONLY
 
 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada
  
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With		 5 SOLE VOTING POWER
                
-0-
 
6 SHARED VOTING POWER
  
-0-
 
7 SOLE DISPOSITIVE POWER
 
-0-
 
8 SHARED DISPOSITIVE POWER
 
-0-
 
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
None, except through its indirect, wholly-owned subsidiaries, Manulife Asset Management (US) LLC and Manulife Asset Management Limited.
 
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
N/A
 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
See line 9 above.
 
12 TYPE OF REPORTING PERSON*
 
HC
 

*SEE INSTRUCTIONS

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CUSIP No. 398905109

1

NAME OF REPORTING PERSON

Manulife Asset Management (US) LLC
                
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐
(b) ☐		                
N/A
 
3 SEC USE ONLY
 
 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
  
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With		 5 SOLE VOTING POWER
                
923,984
 
6 SHARED VOTING POWER
  
-0-
 
7 SOLE DISPOSITIVE POWER
 
923,984
 
8 SHARED DISPOSITIVE POWER
 
-0-
 
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
923,984
 
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
N/A
 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
4.82%
 
12 TYPE OF REPORTING PERSON*
 
IA
 

*SEE INSTRUCTIONS

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CUSIP No. 398905109

1

NAME OF REPORTING PERSON

Manulife Asset Management Limited
                
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐
(b) ☐		                
N/A
 
3 SEC USE ONLY
 
 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada
  
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With		 5 SOLE VOTING POWER
                
12,499
 
6 SHARED VOTING POWER
  
-0-
 
7 SOLE DISPOSITIVE POWER
 
12,499
 
8 SHARED DISPOSITIVE POWER
 
-0-
 
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
12,499
 
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
N/A
 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0.07%
 
12 TYPE OF REPORTING PERSON*
 
FI
 

*SEE INSTRUCTIONS

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Item 1(a) Name of Issuer:
                         Group 1 Automotive, Inc.
 

Item 1(b)

Address of Issuer's Principal Executive Offices:
800 Gessner, Suite 500
Houston, Texas, 77024

 

Item 2(a)

Name of Person Filing:
This filing is made on behalf of Manulife Financial Corporation ("MFC") and MFC’s indirect, wholly-owned subsidiaries, Manulife Asset Management (US) LLC ("MAM (US)") and Manulife Asset Management Limited ("MAML").

 

Item 2(b)

Address of Principal Business Office:
The principal business offices of MFC and MAML are located at 200 Bloor Street East, Toronto, Ontario, Canada, M4W 1E5.
The principal business office of MAM (US) is located at 197 Clarendon Street, Boston, Massachusetts 02116.

 

Item 2(c)

Citizenship:
MFC and MAML are organized and exist under the laws of Canada.
MAM (US) is organized and exists under the laws of the State of Delaware.

 

Item 2(d)

Title of Class of Securities:
Common Stock

 

Item 2(e)

CUSIP Number:
398905109

 

Item 3

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 
  MFC:

(g) (X)   

a parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

 

MAM (US):

(e) (X)

an investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

 

MAML:

(j) (X)

a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).

       

Item 4

Ownership:

 

(a) Amount Beneficially Owned: MAM (US) has beneficial ownership 923,984 shares of Common Stock and MAML has beneficial ownership of 12,499 shares of Common Stock. Through its parent-subsidiary relationship to MAM (US) and MAML, MFC may be deemed to have beneficial ownership of these same shares.

 

(b) Percent of Class: Of the 19,174,320 shares of Common Stock outstanding as of October 29, 2017, according to the Form 10-K filed by the issuer with the Securities and Exchange Commission on November 1, 2018, MAM (US) held 4.82% and MAML held 0.07%.

 

(c) Number of shares as to which the person has:

 

     (i)       

sole power to vote or to direct the vote:
MAM (US) and MAML each has sole power to vote or to direct the voting of the shares of Common Stock beneficially owned by each of them.

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     (ii)

shared power to vote or to direct the vote: -0-

     
                        

     (iii)

sole power to dispose or to direct the disposition of:
MAM (US) and MAML each has sole power to dispose or to direct the disposition of the shares of Common Stock beneficially owned by each of them.

 

     (iv)       

shared power to dispose or to direct the disposition of: -0-

 

Item 5

Ownership of Five Percent or Less of a Class:
Not applicable.

 

Item 6

Ownership of More than Five Percent on Behalf of Another Person:
Not applicable.

 

Item 7

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
See Items 3 and 4 above.

 

Item 8

Identification and Classification of Members of the Group:
Not applicable.

 

Item 9

Notice of Dissolution of Group:
Not applicable.

 

Item 10

Certification:
By signing below the undersigned certifies that, to the best of its knowledge and belief, (i) the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, and (ii) the foreign regulatory schemes applicable to MAML, are substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institutions. The undersigned also undertakes to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

Page 6 of 8

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Manulife Financial Corporation

 
  By: /s/ Susie Rafael
  Name:      Susie Rafael

Dated: February 6, 2019

Title: Agent*
     

Manulife Asset Management (US) LLC

 
By: /s/ Paul Donahue
  Name:      Paul Donahue

Dated: February 5, 2019

Title: Chief Compliance Officer
     

Manulife Asset Management Limited

 
By: /s/ Christopher Walker
  Name: Christopher Walker

Dated: February 5, 2019

Title: Chief Compliance Officer

* Signed pursuant to a Power of Attorney dated January 17, 2018 included as Exhibit A to Schedule 13F-NT filed with the Securities and Exchange Commission by Manulife Financial Corporation on January 29, 2018.

Page 7 of 8

EXHIBIT A

JOINT FILING AGREEMENT

Manulife Financial Corporation, Manulife Asset Management (US) LLC and Manulife Asset Management Limited agree that the Schedule 13G (Amendment No.2) to which this Agreement is attached, relating to the Common Stock of Group 1 Automotive Inc., is filed on behalf of each of them.

Manulife Financial Corporation

 
  By: /s/ Susie Rafael
  Name:      Susie Rafael

Dated: February 6, 2019

Title: Agent*
     

Manulife Asset Management (US) LLC

 
By: /s/ Paul Donahue
  Name:      Paul Donahue

Dated: February 5, 2019

Title: Chief Compliance Officer
     

Manulife Asset Management Limited

 
By: /s/ Christopher Walker
  Name: Christopher Walker

Dated: February 5, 2019

Title: Chief Compliance Officer

* Signed pursuant to a Power of Attorney dated January 17, 2018 included as Exhibit A to Schedule 13F-NT filed with the Securities and Exchange Commission by Manulife Financial Corporation on January 29, 2018.

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