SEC Form 4 · accession 0001127602-18-026590
GROUP 1 AUTOMOTIVE INC · GPI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Lincoln Pereira
Director
Period of report
May 11, 2017
Accepted (ET)
Aug 31, 2018 · 5:16 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,F3 | May 11, 2017 | D | 25,484 | $71.369 | D | 41,941 | D | |
| Common StockF2,F3 | May 11, 2017 | A | 19,083 | $71.369 | A | 253,309 | I | Abbe Investsments, Ltd. |
| Common StockF4 | Aug 29, 2018 | S | 10,000 | $78.7115 | D | 218,309 | I | Abbe Investsments, Ltd. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Includes 19,083 shares released 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; and 6,401 shares forfeited from escrow to the Issuer (on the fourth anniversary of the Closing Date) pursuant to the terms of the above referenced Escrow Agreement. The remaining 41,941 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 above referenced Share Purchase Agreement. The remaining shares held in escrow will be released on the sixth anniversary of the Closing Date (to the extent not retained for outstanding liability claims).
- F2Shares acquired 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.
- F3Stock price calculated using the average closing price per share of Issuer 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).
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.4523 to $79.1129, inclusive. The reporting person undertakes to provide to Group 1 Automotive, Inc., any security holder of Group 1 Automotive, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 4 to this Form 4.