SEC Form 4 · accession 0001144980-19-000009
ASBURY AUTOMOTIVE GROUP INC · ABG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David W Hult
Officer — President & CEO · Director
Period of report
Feb 5, 2019
Accepted (ET)
Feb 7, 2019 · 4:54 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, 2019 | M | 5,996 | $0.00 | A | 57,108 | D | |
| Common StockF2 | Feb 5, 2019 | M | 4,563 | $0.00 | A | 61,671 | D | |
| Common StockF3 | Feb 5, 2019 | F | 2,058 | $72.46 | D | 59,613 | D | |
| Common StockF3 | Feb 5, 2019 | F | 2,705 | $72.46 | D | 56,908 | D | |
| Common StockF4 | Feb 5, 2019 | F | 3,091 | $72.46 | D | 53,817 | 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 UnitsF5 | — | Feb 5, 2019 | M | 5,996 | D | — | — | Common Stock | 5,996 | 0 | D |
| Performance Share UnitsF6 | — | Feb 5, 2019 | M | 4,563 | D | — | — | Common Stock | 4,563 | 17,145 | D |
Explanation of responses
- F1Represents 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 one-third of this award.
- F2Represents 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.
- F3Represents 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.
- F4Represents 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.
- F5Represents vesting of performance share units upon the Issuer having met certain performance objectives, which objectives were certified as having been met on March 6, 2017. 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, 2016 vested upon certification of the objectives having been met, which occurred on March 6, 2017, an additional one-third vested on February 5, 2018 and the remaining one-third vested on February 5, 2019.
- F6Represents vesting of performance share units upon the Issuer having met certain performance objectives, which objectives were certified as having been met on January 24, 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% vested on February 5, 2018; 14.8% vested on February 5, 2019; 27.8% vests on February 5, 2020; and 27.8% vests on February 5, 2021.