SEC Form 4 · accession 0001144980-15-000045
ASBURY AUTOMOTIVE GROUP INC · ABG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Kearney
Officer — EVP · Director
Period of report
Feb 15, 2015
Accepted (ET)
Feb 18, 2015 · 4:49 pm EST
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 StockF1 | Feb 15, 2015 | M | 8,949 | $0.00 | A | 32,172 | D | |
| Common StockF2 | Feb 15, 2015 | F | 3,755 | $79.87 | D | 28,417 | D | |
| Common StockF3 | Feb 15, 2015 | F | 2,888 | $79.87 | D | 25,529 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Share UnitsF4 | — | Feb 15, 2015 | M | 8,949 | D | — | — | Common Stock Par Value $.01 per share | 8,949 | 0 | D |
Explanation of responses
- F1Represents shares of the Issuer's common stock issued upon the vesting of performance share units granted on February 15, 2012. This transaction represents the vesting of the third and final tranche of this award.
- F2Represents the number of shares of the Issuer's common stock withheld for payment of taxes upon the vesting of performance share units granted on February 15, 2012.
- F3Represents the number of shares of the Issuer's common stock withheld for payment of taxes upon the vesting of shares of restricted stock granted on February 15, 2012.
- F4Represents vesting of performance share units upon the Issuer having met certain performance objectives, which objectives were certified as having been met on March 18, 2013. Each performance share unit converts into one share of the Issuer's common stock upon vesting. One-third of the performance share units granted on February 15, 2012 vested upon certification of the objectives having been met, which occurred on March 18, 2013, an additional one-third vested on February 15, 2014 and the remaining one-third vested on February 15, 2015.