SEC Form 4 · accession 0001127602-15-013269
GROUP 1 AUTOMOTIVE INC · GPI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Lincoln Pereira
Director
Period of report
Mar 30, 2015
Accepted (ET)
Apr 1, 2015 · 6:59 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001031203
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Mar 30, 2015 | J | 4,592 | $81.792 | D | 109,220 | D | |
| Common StockF3,F2 | Mar 30, 2015 | J | 35,667 | $81.792 | D | 73,553 | D | |
| Common StockF2 | Mar 30, 2015 | J | 35,667 | $81.792 | A | 269,226 | I | Abbe Investsments, Ltd. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Forfeiture of shares pursuant to Escrow Agreement dated February 28, 2013 entered into pursuant to a Share Purchase Agreement dated effective January 24, 2013, as amended February 27, 2013, by and between the Issuer, the Reporting Person, the other shareholders of UAB Motors Participacoes, S.A. (all as defined in the above referenced Escrow Agreement and Share Purchase Agreement), and UAB Motors Participacoes, S.A., as Intervening and Consenting Party.
- F2Stock price calculated using the average closing price per share of Group 1 common stock for the thirty (30) trading days immediately preceding the date on which determination of the amount to be allocated against the Stock Escrow Deposit is required to be made (all as further defined in Section 11 of the Escrow Agreement dated as of February 28, 2013).
- F3Shares released from escrow (on the second anniversary of the Closing Date) pursuant to the terms of an Escrow Agreement dated as of February 28, 2013. The remaining 73,553 shares held in escrow will serve as a guarantee for the benefit of the Issuer in respect of indemnification obligations assumed by the Reporting Person and the other shareholders of UAB Motors Participacoes S.A., as defined in the Share Purchase Agreement dated effective January 24, 2013, and as amended February 27, 2013. The remaining shares held in escrow will be released on the fourth and sixth anniversaries of the Closing Date (to the extent not retained for outstanding liability claims).