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SCHEDULE 13D/A 0001193125-24-267524 0000923727 XXXXXXXX LIVE 67 Common Stock 02/13/2025 false 0000350698 05329W102 AutoNation, Inc. 200 SW 1st Avenue Fort Lauderdale FL 33301 Bruce Newsome, Esq. (214) 651-5000 Haynes and Boone, LLP 2801 N. Harwood Street, Suite 2300 Dallas TX 75201 0000923727 N ESL Partners, L.P. a OO N DE 2203 0 2203 0 2203 N 0.1 PN The figures included above reflect 2,203 shares of common stock, par value $0.01 per share (the "Shares"), of AutoNation, Inc., a Delaware corporation (the "Issuer") held in the Liability Accounts controlled by ESL Partners, L.P., a Delaware limited partnership ("ESL"). 0000860585 N RBS Partners, L.P. a OO N DE 2203 0 2203 0 2203 N 0.1 PN The figures included above reflect 2,203 Shares held in the Liability Accounts controlled by ESL. RBS Partners, L.P., a Delaware limited partnership ("RBS") is the general partner of, and may be deemed to indirectly beneficially own securities beneficially owned by, ESL. 0001126396 N ESL Investments, Inc. a OO N DE 2203 0 2203 0 2203 N 0.1 CO The figures included above reflect 2,203 Shares held in the Liability Accounts controlled by ESL. RBS is the general partner of, and may be deemed to indirectly beneficially own securities beneficially owned by, ESL. ESL Investments, Inc., a Delaware corporation ("Investments") is the general partner of, and may be deemed to indirectly beneficially own securities beneficially owned by, RBS. Y The Lampert Foundation a OO N CT 162002 0 162002 0 162002 N 0.4 OO The figures included above reflect 162,002 Shares held by The Lampert Foundation, a Connecticut trust (the "Foundation"). Mr. Lampert and his wife Kinga Keh Lampert are co-trustees of, and may be deemed to indirectly beneficially own securities owned by, the Foundation. 0001183200 N Edward S. Lampert a OO N X1 2795966 0 2795966 0 2795966 N 7.2 IN The figures in Items 7, 9, 11, and 13 include (i) 2,628,463 Shares held by Mr. Lampert, (ii) 1,649 Shares held by held by The Nicholas Floyd Lampert 2015 Trust ("The Nicholas Trust"), (iii) 1,649 Shares held by The Nina Rose Lampert 2015 Trust ("The Nina Trust" and, together with The Nicholas Trust, the "Trusts"), (iv) 162,002 Shares held by the Foundation, and (v) 2,203 Shares held in the Liability Accounts controlled by ESL. With respect to (ii) and (iii), Mr. Lampert may be deemed to have beneficial ownership of securities owned by the Trusts. With respect to (iv), Mr. Lampert and his wife Kinga Keh Lampert are co-trustees of, and may be deemed to indirectly beneficially own securities owned by, the Foundation. With respect to (v), RBS is the general partner of, and may be deemed to indirectly beneficially own securities beneficially owned by, ESL; Investments is the general partner of, and may be deemed to indirectly beneficially own securities beneficially owned by, RBS; and Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to indirectly beneficially own securities beneficially owned by, Investments. Common Stock AutoNation, Inc. 200 SW 1st Avenue Fort Lauderdale, Florida 33301 Fort Lauderdale FL 33301 This Amendment No. 67 to Schedule 13D (this "Amendment") amends the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission (the "SEC") by ESL, RBS, Investments, the Foundation, and Edward S. Lampert, a United States citizen, by furnishing the information set forth below. Except as otherwise specified in this Amendment, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D, as previously amended, filed with the SEC. Item 5(a) is hereby amended and restated in its entirety as follows: (a) "The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Filing Person is stated in Items 11 and 13 on the cover page(s) hereto. With respect to Item 13, this number is based upon 39,056,586 Shares outstanding as of February 12, 2025, as disclosed in the Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, that was filed by the Issuer with the SEC on February 14, 2025. Each Filing Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement. Each Filing Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each Filing Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer." Item 5(b) is hereby amended and restated in its entirety as follows: (b) "Number of shares as to which each Filing Person has: (i) sole power to vote or to direct the vote: See Item 7 on the cover page(s) hereto. (ii) shared power to vote or to direct the vote: See Item 8 on the cover page(s) hereto. (iii) sole power to dispose or to direct the disposition of: See Item 9 on the cover page(s) hereto. (iv) shared power to dispose or to direct the disposition of: See Item 10 on the cover page(s) hereto." Item 5(c) is hereby amended and restated in its entirety as follows: "Other than as set forth on Annex B hereto, there have been no transactions in the class of securities reported on that were effected by the Filing Persons during the past sixty days or since the most recent filing of Schedule 13D, whichever is less." Not applicable. Not applicable. Annex B - Open Market Purchases ESL Partners, L.P. RBS Partners, L.P. General Partner 02/18/2025 ESL Investments, Inc. General Partner of the General Partner 02/18/2025 /s/ Edward S. Lampert Chief Executive Officer 02/18/2025 RBS Partners, L.P. ESL Investments, Inc. General Partner 02/18/2025 /s/ Edward S. Lampert Chief Executive Officer 02/18/2025 ESL Investments, Inc. /s/ Edward S. Lampert Chief Executive Officer 02/18/2025 The Lampert Foundation /s/ Edward S. Lampert Co-Trustee 02/18/2025 Edward S. Lampert /s/ Edward S. Lampert Edward S. Lampert 02/18/2025