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 *
  BENDER JAMES R
2. Date of Event Requiring Statement (Month/Day/Year)
01/07/2019
3. Issuer Name and Ticker or Trading Symbol
AUTONATION, INC. [AN]
(Last)
(First)
(Middle)
200 SW 1ST AVE, SUITE 1600
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP of Sales
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

FORT LAUDERDALE, FL 33301
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, par value $0.01 per share 3,173
D
 

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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   (1) 03/01/2023 Common Stock, par value $0.01 per share 1,626 $ 43.45 D  
Employee Stock Option (right to buy)   (1) 03/01/2023 Common Stock, par value $0.01 per share 1,626 $ 46.22 D  
Employee Stock Option (right to buy)   (1) 03/01/2023 Common Stock, par value $0.01 per share 1,626 $ 47.25 D  
Employee Stock Option (right to buy)   (1) 03/01/2023 Common Stock, par value $0.01 per share 1,626 $ 48.8 D  
Employee Stock Option (right to buy)   (2) 03/03/2024 Common Stock, par value $0.01 per share 2,130 $ 52.65 D  
Employee Stock Option (right to buy)   (2) 03/03/2024 Common Stock, par value $0.01 per share 2,130 $ 57.44 D  
Employee Stock Option (right to buy)   (2) 03/03/2024 Common Stock, par value $0.01 per share 2,130 $ 54.04 D  
Employee Stock Option (right to buy)   (2) 03/03/2024 Common Stock, par value $0.01 per share 2,130 $ 58.29 D  
Employee Stock Option (right to buy)   (3) 03/02/2025 Common Stock, par value $0.01 per share 2,130 $ 62.6 D  
Employee Stock Option (right to buy)   (3) 03/02/2025 Common Stock, par value $0.01 per share 2,130 $ 62.93 D  
Employee Stock Option (right to buy)   (3) 03/02/2025 Common Stock, par value $0.01 per share 2,130 $ 58.08 D  
Employee Stock Option (right to buy)   (3) 03/02/2025 Common Stock, par value $0.01 per share 2,130 $ 64.48 D  
Employee Stock Option (right to buy)   (4) 03/01/2026 Common Stock, par value $0.01 per share 8,520 $ 52.53 D  
Restricted Stock Units   (5)   (5) Common Stock, par value $0.01 per share 4,526 $ (6) D  
Restricted Stock Units   (7)   (7) Common Stock, par value $0.01 per share 4,576 $ (6) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BENDER JAMES R
200 SW 1ST AVE
SUITE 1600
FORT LAUDERDALE, FL 33301
      EVP of Sales  

Signatures

/s/ C. Coleman Edmunds, Attorney-in-Fact 01/17/2019
**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) The option became exercisable in 25% annual increments on each of the first four anniversaries of June 1, 2013.
(2) The option became exercisable in 25% annual increments on each of the first four anniversaries of June 1, 2014.
(3) The option becomes exercisable in 25% annual increments on each of the first four anniversaries of June 1, 2015, subject to continued employment with AutoNation, Inc. (the "Company") through the applicable vesting date.
(4) The option becomes exercisable in 25% annual increments on each of the first four anniversaries of March 1, 2016, subject to continued employment with the Company through the applicable vesting date.
(5) The restricted stock units vest in 25% annual increments on each of the first four anniversaries of March 1, 2017, subject to continued employment with the Company through the applicable vesting date.
(6) Each restricted stock unit represents a contingent right to receive one share of Company common stock, or at the Company's election, the cash value thereof.
(7) The restricted stock units vest in 25% annual increments on each of the first four anniversaries of March 1, 2018, subject to continued employment with the Company through the applicable vesting date.
 
Remarks:
Exhibit Index
Exhibit 24 - Power of Attorney

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