SEC Form 4 · accession 0001123292-16-002222

ASBURY AUTOMOTIVE GROUP INC · ABG

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Joel Alsfine

Director

Period of report

May 3, 2016

Accepted (ET)

May 5, 2016 · 5:02 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001144980

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2,F3	May 3, 2016	S	225,000	$58.12	D	2,000,596	I	See footnotes
Common Stock^F1,F2,F3	May 3, 2016	P	100	$58.12	A	2,000,696	I	See footnotes
Common Stock^F1,F2	holding	—	—		—	3,253	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Total Return Equity Swap^{F4,F5,F1,F2,F3}	$58.12	May 3, 2016	J	225,000	A	—	Jun 6, 2017	Common Stock	225,000	225,000	I

Explanation of responses

F1The reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that he is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), or otherwise, the beneficial owner of any securities covered by this statement. The reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of his pecuniary interest in such securities.
F2The reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Act. The reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that he is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer.
F3Represents securities owned by MSD SBI, L.P. ("MSD SBI"). MSD Capital, L.P. ("MSD Capital") is the general partner of MSD SBI and may be deemed to beneficially own securities owned by MSD SBI. MSD Capital Management LLC ("MSD Capital Management") is the general partner of MSD Capital and may be deemed to beneficially own securities owned by MSD Capital. Each of Glenn R. Fuhrman and Marc R. Lisker is a manager of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Capital Management. Michael S. Dell is the controlling member of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Capital Management. Each of Messrs. Dell, Fuhrman, and Lisker disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein. The reporting person is a partner in MSD Capital and may be deemed to beneficially own securities owned by MSD Capital.
F4On May 3, 2016, simultaneous with the disposition reported in Table I, MSD SBI entered into a cash-settled total return equity swap ("Total Return Swap") with Goldman Sachs International ("Goldman") with a reference price of $58.12. Under the terms of the Total Return Swap (i) MSD SBI will be obligated to pay to Goldman any negative price performance of the 225,000 shares of common stock subject to the Total Return Swap as of the expiration date of the Total Return Swap, plus financing, and (ii) Goldman will be obligated to pay to MSD SBI any positive price performance of the 225,000 shares of common stock subject to the Total Return Swap as of the expiration date of such Total Return Swap. Any dividends received by Goldman on the 225,000 shares of common stock during the term of the Total Return Swap will be paid to MSD SBI.
F5All balances will be cash settled at the expiration date of the Total Return Swap.