SEC Form SC 13D/A filed by Asbury Automotive Group Inc (Amendment)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549 

______________

SCHEDULE 13D 

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT 

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 

RULE 13d-2(a)

(Amendment No. 3)¹

Asbury Automotive Group, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share 

(Title of Class of Securities)

043436104

(CUSIP Number)

LAUREN TAYLOR WOLFE

CHRISTIAN ASMAR 

IMPACTIVE CAPITAL LP 

152 West 57^th Street, 17^th Floor 

New York, New York 10019

ELIZABETH GONZALEZ-SUSSMAN, ESQ. 

OLSHAN FROME WOLOSKY LLP 

1325 Avenue of the Americas 

New York, New York 10019 

(212) 451-2300

(Name, Address and Telephone Number of Person 

Authorized to Receive Notices and Communications)

September 29, 2022

(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

¹             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 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).

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

Item 3 is hereby amended and restated as follows:

The 2,202,898 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 2,202,898 Shares beneficially owned by the Impactive Funds is approximately $313,983,358, including brokerage commissions.

Items 5(a) – (c) are hereby amended and restated as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 22,131,513 Shares outstanding as of July 27, 2022, 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 July 28, 2022.

Percentage: Approximately 9.95%

Percentage: Approximately 9.95%

Percentage: Approximately 9.95%

Item 6 is hereby amended to add the following:

Impactive Capital has entered into certain cash-settled total return swap agreements with Morgan Stanley & Co. LLC (“MS”) as the counterparty (the “Swap Agreements”). The swaps with MS constitute economic exposure to an aggregate of 223,000 notional Shares, representing approximately 1.01% of the outstanding Shares, which swaps have a maturity date of September 27, 2027 and a weighted average reference price of $148.0727¹ per Share. The Swap Agreements provide Impactive Capital with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the Shares that are the subject of the Swap Agreements. The Reporting Persons disclaim beneficial ownership of the Shares that are the subject of the Swap Agreements.

¹ The reference price reported for these swaps is a weighted average price. These swaps were entered into at reference prices ranging from $146.1986 to $150.7997 per Share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of notional shares at each separate reference price for each swap within the range set forth in this footnote 1.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: September 30, 2022

8