SC 13D Amendment No. 51

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

2,880,005

Shared Voting Power

0

Sole Dispositive Power

2,880,005

Shared Dispositive Power

10,241,337

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 51) *

AutoNation, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

05329W102

(CUSIP Number)

Janice V. Sharry, Esq.

Haynes and Boone, LLP

2323 Victory Avenue, Suite 700

Dallas, Texas 75219

(214) 651-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 24, 2019

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 05329W102


1.		Names of Reporting Persons. ESL Partners, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	Based upon 89,075,026 Shares outstanding as of July 19, 2019, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019, that was filed by the Issuer with the SEC on July 23, 2019.

CUSIP No. 05329W102


1.		Names of Reporting Persons. RBS Partners, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	Based upon 89,075,026 Shares outstanding as of July 19, 2019, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019, that was filed by the Issuer with the SEC on July 23, 2019.

CUSIP No. 05329W102


1.		Names of Reporting Persons. ESL Investments, Inc.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	Based upon 89,075,026 Shares outstanding as of July 19, 2019, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019, that was filed by the Issuer with the SEC on July 23, 2019.

CUSIP No. 05329W102


1.		Names of Reporting Persons. The Lampert Foundation
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Connecticut

(1)	Based upon 89,075,026 Shares outstanding as of July 19, 2019, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019, that was filed by the Issuer with the SEC on July 23, 2019.

CUSIP No. 05329W102


1.		Names of Reporting Persons. Edward S. Lampert
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization United States

(1)	Based upon 89,075,026 Shares outstanding as of July 19, 2019, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019, that was filed by the Issuer with the SEC on July 23, 2019.

This Amendment No. 51 to Schedule 13D (this “Amendment”) relates to shares of common stock, par value $0.01 per share (the “Shares”), of AutoNation, Inc., a Delaware corporation (the “Issuer”). This Amendment amends the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission (the “SEC”) by ESL Partners, L.P., a Delaware limited partnership (“ESL”), RBS Partners, L.P., a Delaware limited partnership (“RBS”), ESL Investments, Inc., a Delaware corporation (“Investments”), The Lampert Foundation, a Connecticut trust (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.

The Filing Persons are filing this Amendment to report recent open market sales of Shares by ESL, the Foundation and Mr. Lampert.

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows:

“(a)-(b) 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.

As of July 26, 2019, the Filing Persons may be deemed to beneficially own the Shares set forth in the table below.


FILING PERSON	NUMBER OF SHARES BENEFICIALLY OWNED			PERCENTAGE OF OUTSTANDING SHARES			SOLE VOTING POWER			SHARED VOTING POWER		SOLE DISPOSITIVE POWER			SHARED DISPOSITIVE POWER
ESL Partners, L.P.		13,121,342	(1)(2)		14.7	%(3)		2,880,005	(2)		0		2,880,005	(2)		10,241,337	(1)
RBS Partners, L.P.		13,121,342	(1)(2)		14.7	%(3)		2,880,005	(2)		0		2,880,005	(2)		10,241,337	(1)
ESL Investments, Inc.		13,121,342	(1)(2)		14.7	%(3)		2,880,005	(2)		0		2,880,005	(2)		10,241,337	(1)
The Lampert Foundation		187,295			0.2	%(3)		187,295			0		187,295			0
Edward S. Lampert		13,308,637	(1)(2)(4)		14.9	%(3)		13,308,637	(1)(2)(4)		0		3,067,300	(2)(4)		10,241,337	(1)

(1)

This number includes 10,241,337 Shares held by Mr. Lampert. ESL has entered into a Lock-Up Agreement with Mr. Lampert that restricts the purchase and sale of securities owned by Mr. Lampert. Pursuant to the Lock-Up Agreement, ESL may be deemed to have shared dispositive power over, and to indirectly beneficially own, securities owned by Mr. Lampert. RBS, Investments and Mr. Lampert may also be deemed to have shared dispositive power over, and to indirectly beneficially own, such securities.

(2)	This number includes 2,329,821 Shares held by ESL and 433,637 Shares held in the Liability Accounts controlled by ESL. RBS is the general partner of, and may be deemed to indirectly beneficially own

securities owned by, ESL. Investments is the general partner of, and may be deemed to indirectly beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to indirectly beneficially own securities owned by, Investments.

(3)	This is based upon 89,075,026 Shares outstanding as of July 19, 2019, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019, that was filed by the Issuer with the SEC on July 23, 2019.

(4)	This number includes 187,295 Shares held by 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.

(c) 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.

(d) Not applicable.

(e) Not applicable.”

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: July 26, 2019	ESL PARTNERS, L.P.

	By: RBS Partners, L.P., as its general partner

	By: ESL Investments, Inc., as its general partner

	By:	/s/ Edward S. Lampert
	Name:	Edward S. Lampert
	Title:	Chief Executive Officer

	RBS PARTNERS, L.P.

	By: ESL Investments, Inc., as its general partner

	By:	/s/ Edward S. Lampert
	Name:	Edward S. Lampert
	Title:	Chief Executive Officer

	ESL INVESTMENTS, INC.

	By:	/s/ Edward S. Lampert
	Name:	Edward S. Lampert
	Title:	Chief Executive Officer

	THE LAMPERT FOUNDATION

	By:	/s/ Edward S. Lampert
	Name:	Edward S. Lampert
	Title:	Co-Trustee

	EDWARD S. LAMPERT

	By:	/s/ Edward S. Lampert

ANNEX B

RECENT TRANSACTIONS BY THE FILING PERSONS IN THE SECURITIES OF AUTONATION, INC.


Entity	Date of Transaction		Description of Transaction		Shares Disposed			Price Per Share
ESL Partners, L.P.		07/23/2019		Open Market Sales		415,769	(1)	$	46.57	(2)
Edward S. Lampert		07/23/2019		Open Market Sales		295,467		$	46.71	(2)
The Lampert Foundation		07/23/2019		Open Market Sales		8,045		$	46.71	(2)
ESL Partners, L.P.		07/24/2019		Open Market Sales		190,179		$	48.09	(3)
Edward S. Lampert		07/24/2019		Open Market Sales		796,958		$	48.09	(3)
The Lampert Foundation		07/24/2019		Open Market Sales		14,572		$	48.09	(3)
ESL Partners, L.P.		07/25/2019		Open Market Sales		40,272		$	48.57	(4)
Edward S. Lampert		07/25/2019		Open Market Sales		156,819		$	48.57	(4)
The Lampert Foundation		07/25/2019		Open Market Sales		2,909		$	48.57	(4)

(1)

Represents the aggregate number of shares of common stock of AutoNation, Inc., par value $0.01 per share (“Shares”), over which ESL Partners, L.P. (“ESL”) divested beneficial ownership for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, following open market sales of 249,510 Shares directly beneficially owned by ESL and 166,259 Shares held in separate accounts controlled by ESL or its designee that were established on behalf of, and for the benefit of, those limited partners that previously redeemed all of their interest in ESL (the “Redeeming Limited Partners”) in lieu of ESL withholding a reasonable reserve from the amounts that would have otherwise been distributable to such Redeeming Limited Partners for the purpose of satisfying the relevant Redeeming Limited Partner’s share of any contingent liabilities of, or claims against, ESL.

(2)

This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $45.89 to $47.76 per Share. The Filing Persons undertake to provide, upon request by the Securities and Exchange Commission staff, full information regarding the number of Shares sold at each price.

(3)

This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $46.70 to $48.99 per Share. The Filing Persons undertake to provide, upon request by the Securities and Exchange Commission staff, full information regarding the number of Shares sold at each price.

(4)

This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $48.40 to $48.86 per Share. The Filing Persons undertake to provide, upon request by the Securities and Exchange Commission staff, full information regarding the number of Shares sold at each price.