SEC Form SC 13D/A filed by AutoNation Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

AutoNation, Inc.

(Name of Issuer)

Common Stock, Par Value $0.01

(Title of Class of Securities)

05329W102

(CUSIP Number)

Jeff Shim, Esq.

2365 Carillon Point

Kirkland, WA 98033

(425) 889-7900

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

February 13, 2024

(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. ¨

* 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 (“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⁾ All shares of the common stock, $0.01 par value per share (the “Common Stock”), of AutoNation, Inc. (the “Issuer”) held by Cascade Investment, L.L.C. (“Cascade”), may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade.

⁽²⁾ Based on 41,600,000 shares of Common Stock outstanding as of December 31, 2023, as reported in Exhibit 99.1 to the Issuer’s Form 8-K filed on February 13, 2024.

  CUSIP No.  05329W102

⁽¹⁾ All shares of the Common Stock of the Issuer held by Cascade may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade.

⁽²⁾ Based on 41,600,000 shares of Common Stock outstanding as of December 31, 2023, as reported in Exhibit 99.1 to the Issuer’s Form 8-K filed on February 13, 2024.

EXPLANATORY STATEMENT

This Amendment No. 2 to Schedule 13D (“Amendment”) amends and supplements the Schedule 13D previously filed by Cascade Investment, L.L.C. (“Cascade”) and William H. Gates III (together with Cascade, the “Reporting Persons”) with the Securities and Exchange Commission on February 21, 2023, as amended July 24, 2023, relating to the common stock, par value $0.01 per share (the “Common Stock”), of AutoNation, Inc. (the “Issuer”). The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. Information in the Schedule 13D remains in effect except to the extent that it is amended or superseded by subsequently filed information, including information in this Amendment.

This Amendment is being filed due to an increase in the percentage of the Reporting Persons’ ownership resulting from a decrease in the Issuer’s outstanding shares of Common Stock, and not as a result of recent acquisitions by the Reporting Persons.

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.