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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
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SCHEDULE 13D/A 0000902664-21-003442 0001786767 XXXXXXXX LIVE 5 Common Stock, $0.01 par value per share 06/20/2025 false 0001144980 043436104 ASBURY AUTOMOTIVE GROUP INC 2905 PREMIERE PARKWAY NW SUITE 300 DULUTH GA 30097 CHRISTIAN ASMAR 212-218-8810 IMPACTIVE CAPITAL LP 450 West 14th Street, 12th Floor New York NY 10014 LAUREN TAYLOR WOLFE 212-218-8810 IMPACTIVE CAPITAL LP 450 West 14th Street, 12th Floor New York NY 10014 ANDREW FREEDMAN, ESQ. 212-451-2300 OLSHAN FROME WOLOSKY LLP 1325 Avenue of the Americas New York NY 10019 0001786767 N Impactive Capital LP AF N DE 0.00 1247027.00 0.00 1247027.00 1247027.00 N 6.3 IA PN 0001786731 N Impactive Capital LLC AF N DE 0.00 1247027.00 0.00 1247027.00 1247027.00 N 6.3 OO 0001699118 N Wolfe Lauren Taylor AF N X1 0.00 1247027.00 0.00 1247027.00 1247027.00 N 6.3 IN 0001787532 N Asmar Christian AF N X1 0.00 1247027.00 0.00 1247027.00 1247027.00 N 6.3 IN Common Stock, $0.01 par value per share ASBURY AUTOMOTIVE GROUP INC 2905 PREMIERE PARKWAY NW SUITE 300 DULUTH GA 30097 Item 3 is hereby amended and restated as follows: The 1,247,027 Shares beneficially owned by the Impactive Funds were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 1,247,027 Shares beneficially owned by the Impactive Funds is approximately $163,369,339, including brokerage commissions. Item 4 is hereby amended to add the following: The sales of the securities reported herein were undertaken for the purposes of effectuating a portfolio rebalancing and are not an indication of the Reporting Persons' view on the future prospects of the Issuer. Item 5(a) is hereby amended and restated as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 19,659,160 Shares outstanding as of April 28, 2025, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on April 30, 2025. A. Impactive Capital As of the date hereof, Impactive Capital beneficially owned 1,247,027 Shares held by the Impactive Funds. Percentage: Approximately 6.3% B. Impactive Capital GP As the general partner of Impactive Capital, Impactive Capital GP may be deemed to beneficially own the 1,247,027 Shares held by the Impactive Funds. Percentage: Approximately 6.3% C. Ms. Taylor Wolfe and Mr. Asmar Each of Ms. Taylor Wolfe and Mr. Asmar, as Managing Members of Impactive Capital GP, may be deemed to beneficially own the 1,247,027 Shares held by the Impactive Funds. Percentage: Approximately 6.3% Item 5(b) is hereby amended and restated as follows: A. Impactive Capital 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,247,027 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,247,027 B. Impactive Capital GP 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,247,027 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,247,027 C. Ms. Taylor Wolfe and Mr. Asmar 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,247,027 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,247,027 Item 5(c) is hereby amended and restated as follows: A. Impactive Capital The transactions in the Shares by Impactive Capital through the Impactive Funds during the past sixty days are set forth in Exhibit 1 and are incorporated herein by reference. B. Impactive Capital GP Impactive Capital GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares by Impactive Capital through the Impactive Funds during the past sixty days are set forth in Exhibit 1 and are incorporated herein by reference. C. Ms. Taylor Wolfe and Mr. Asmar Each of Ms. Taylor Wolfe and Mr. Asmar have not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares by Impactive Capital through the Impactive Funds during the past sixty days are set forth in Exhibit 1 and are incorporated herein by reference. Item 7 is hereby amended to add the following exhibit: 1 - Transactions in Securities Impactive Capital LP /s/ Lauren Taylor Wolfe Lauren Taylor Wolfe, Managing Member of Impactive Capital LLC, its General Partner 06/24/2025 Impactive Capital LLC /s/ Lauren Taylor Wolfe Lauren Taylor Wolfe, Managing Member 06/24/2025 Wolfe Lauren Taylor /s/ Lauren Taylor Wolfe Lauren Taylor Wolfe 06/24/2025 Asmar Christian /s/ Christian Asmar Christian Asmar 06/24/2025