Edgar Filing: ASBURY AUTOMOTIVE GROUP INC

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Stax William Frederick

2. Date of Event Requiring Statement (Month/Day/Year)
07/15/2015

3. Issuer Name and Ticker or Trading Symbol
ASBURY AUTOMOTIVE GROUP INC [ABG]

(Last)

(First)

(Middle)

C/O ASBURY AUTOMOTIVE GROUP, INC.,Â 2905 PREMIERE PARKWAY NW, SUITE 300

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Controller & CAO

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

DULUTH,Â GAÂ 30097

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	84	D	Â
Common Stock ⁽¹⁾	150 ⁽¹⁾	D	Â
Common Stock ⁽²⁾	210 ⁽²⁾	D	Â
Common Stock ⁽³⁾	321 ⁽³⁾	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Performance Share Units ⁽⁴⁾	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	203	$ ⁽⁴⁾	D	Â
Performance Share Units ⁽⁵⁾	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	305	$ ⁽⁵⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Stax William Frederick C/O ASBURY AUTOMOTIVE GROUP, INC. 2905 PREMIERE PARKWAY NW, SUITE 300 DULUTH,Â GAÂ 30097	Â	Â	Â Controller & CAO	Â

Signatures

/s/ George A. Villasana, Attorney In Fact		07/21/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Represents unvested shares of restricted stock granted on February 20, 2013. Such shares will vest on February 20, 2016.
(2)	Represents unvested shares of restricted stock granted on February 5, 2014. Such shares will vest in equal amounts on February 5, 2016 and February 5, 2017.
(3)	Represents unvested shares of restricted stock granted on February 5, 2015. Such shares will vest in equal amounts on February 5, 2016, February 5, 2017 and February 5, 2018.
(4)	Represents unvested Performance Share Units granted to the Reporting Person on February 20, 2013. Each performance share unit converts into one share of the Issuer's common stock upon vesting. Such units will vest on February 20, 2016.
(5)	Represents unvested Performance Share Units granted to the Reporting Person on February 5, 2014. Each performance share unit converts into one share of the Issuer's common stock upon vesting. Such units will vest in equal amounts on February 5, 2016 and February 5, 2017.

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