SEC Form 4 · accession 0001144980-17-000025
ASBURY AUTOMOTIVE GROUP INC · ABG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
George Karolis
Officer — SVP, Corp. Dev. & Real Estate
Period of report
Feb 5, 2017
Accepted (ET)
Feb 7, 2017 · 5:41 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 5, 2017 | F | 230 | $64.45 | D | 7,307 | D | |
| Common StockF2 | Feb 5, 2017 | F | 166 | $64.45 | D | 7,141 | D | |
| Common StockF3 | Feb 5, 2017 | F | 557 | $64.45 | D | 6,584 | D | |
| Common StockF4 | Feb 5, 2017 | M | 860 | $0.00 | A | 7,444 | D | |
| Common StockF5 | Feb 5, 2017 | F | 287 | $64.45 | D | 7,157 | D | |
| Common StockF6 | Feb 5, 2017 | M | 620 | $0.00 | A | 7,777 | D | |
| Common StockF7 | Feb 5, 2017 | F | 207 | $64.45 | D | 7,570 | D | |
| Common StockF8 | Feb 5, 2017 | M | 1,140 | $0.00 | A | 8,710 | D | |
| Common StockF9 | Feb 5, 2017 | F | 381 | $64.45 | D | 8,329 | 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 UnitsF10 | — | Feb 5, 2017 | M | 860 | D | — | — | Common Stock | 860 | 0 | D |
| Performance Share UnitsF11 | — | Feb 5, 2017 | M | 620 | D | — | — | Common Stock | 620 | 621 | D |
| Performance Share UnitsF12 | — | Feb 5, 2017 | A | 7,709 | A | — | — | Common Stock | 7,709 | 7,709 | D |
| Performance Share UnitsF12 | — | Feb 5, 2017 | M | 1,140 | D | — | — | Common Stock | 1,140 | 6,569 | D |
Explanation of responses
- F1Represents the number of shares of the Issuer's common stock withheld for payment of taxes upon the vesting of a restricted stock award granted on February 5, 2014.
- F10Represents vesting of performance share units upon the Issuer having met certain performance objectives, which objectives were certified as having been met on March 4, 2015. 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 5, 2014 vested upon certification of the objectives having been met, which occurred on March 4, 2015, an additional one-third vested on February 5, 2016 and the remaining one-third vestsed on February 5, 2017.
- F11Represents vesting of performance share units upon the Issuer having met certain performance objectives, which objectives were certified as having been met on March 4, 2016. 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 5, 2015 vested upon certification of the objectives having been met, which occurred on March 4, 2016, an additional one-third vested on February 5, 2017 and the remaining one-third vests on February 5, 2018.
- F12Represents vesting of performance share units upon the Issuer having met certain performance objectives, which objectives were certified as having been met on January 25, 2017. Each performance share unit converts into one share of the Issuer's common stock upon vesting. The performance share units granted on February 5, 2016 vest on each anniversary of the grant date over a five year period as follows: 14.8% vested on February 5, 2017; 14.8% vests on February 5, 2018; 14.8% vests on February 5, 2019; 27.8% vests on February 5, 2020; and 27.8% vests on February 5, 2021.
- F2Represents the number of shares of the Issuer's common stock withheld for payment of taxes upon the vesting of a restricted stock award granted on February 5, 2015.
- F3Represents the number of shares of the Issuer's common stock withheld for payment of taxes upon the vesting of a restricted stock award granted on February 5, 2016.
- F4Represents shares of the Issuer's common stock issued upon the vesting of performance share units granted on February 5, 2014. This transaction represents the vesting of one-third of this award.
- F5Represents the number of shares of the Issuer's common stock withheld for payment of taxes upon the vesting of performance share units, and the conversion of such units into shares of the Issuer's common stock, granted on February 5, 2014.
- F6Represents shares of the Issuer's common stock issued upon the vesting of performance share units granted on February 5, 2015. This transaction represents the vesting of one-third of this award.
- F7Represents the number of shares of the Issuer's common stock withheld for payment of taxes upon the vesting of performance share units, and the conversion of such units into shares of the Issuer's common stock, granted on February 5, 2015.
- F8Represents shares of the Issuer's common stock issued upon the vesting of performance share units granted on February 5, 2016. This transaction represents the vesting of 14.8% of this award.
- F9Represents the number of shares of the Issuer's common stock withheld for payment of taxes upon the vesting of performance share units, and the conversion of such units into shares of the Issuer's common stock, granted on February 5, 2016.