Edgar Filing: ASBURY AUTOMOTIVE GROUP INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MONAGHAN CRAIG T

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

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

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President & CEO

(Last)

(First)

(Middle)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2016

(Street)

DULUTH, GA 30097

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

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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/10/2016		G	V	35,575 ⁽¹⁾	D	$ 0	125,519	D
Common Stock	03/10/2016		G		11,858 ⁽¹⁾	A	$ 0	11,858 ⁽²⁾	I	By trust ⁽²⁾
Common Stock	03/10/2016		G		11,858 ⁽¹⁾	A	$ 0	11,858 ⁽³⁾	I	By trust ⁽³⁾
Common Stock	03/10/2016		G		11,859 ⁽¹⁾	A	$ 0	11,859 ⁽⁴⁾	I	by trust ⁽⁴⁾
Common Stock	08/01/2016		S		1,578	D	$ 58.37 ⁽⁵⁾	10,280	I	By trust ⁽²⁾
Common Stock	08/01/2016		S		3,422	D	$ 59.45 ⁽⁶⁾	6,858	I	By trust ⁽²⁾
Common Stock	08/01/2016		S		1,578	D	$ 58.37 ⁽⁵⁾	10,280	I	By trust ⁽³⁾
Common Stock	08/01/2016		S		3,422	D	$ 59.45 ⁽⁶⁾	6,858	I	By trust ⁽³⁾
Common Stock	08/01/2016		S		1,577	D	$ 58.37 ⁽⁷⁾	10,282	I	by trust ⁽⁴⁾
Common Stock	08/01/2016		S		3,423	D	$ 59.45 ⁽⁸⁾	6,859	I	by trust ⁽⁴⁾
Common Stock	08/02/2016		S		3,149	D	$ 56.22 ⁽⁹⁾	3,709	I	By trust ⁽²⁾
Common Stock	08/02/2016		S		851	D	$ 57.32 ⁽¹⁰⁾	2,858	I	By trust ⁽²⁾
Common Stock	08/02/2016		S		3,200	D	$ 56.22 ⁽¹¹⁾	3,658	I	By trust ⁽³⁾
Common Stock	08/02/2016		S		800	D	$ 57.27 ⁽¹²⁾	2,858	I	By trust ⁽³⁾
Common Stock	08/02/2016		S		3,200	D	$ 56.23 ⁽¹³⁾	3,659	I	by trust ⁽⁴⁾
Common Stock	08/02/2016		S		800	D	$ 57.28 ⁽¹⁴⁾	2,859	I	by trust ⁽⁴⁾

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

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MONAGHAN CRAIG T C/O ASBURY AUTOMOTIVE GROUP, INC. 2905 PREMIERE PARKWAY NW, SUITE 300 DULUTH, GA 30097	X		President & CEO

Signatures

/s/George A. Villasana, Attorney In-Fact		08/03/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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 shares were gifted to three irrevocable trusts for the benefit of the children of the reporting person. The reporting person's spouse is the trustee of each trust.
(2)	Shares owned by The Shannon Monaghan Irrevocable Trust for the benefit of a child of the reporting person, of which the reporting person's spouse is the trustee.
(3)	Shares owned by The Connor Monaghan Irrevocable Trust for the benefit of a child of the reporting person, of which the reporting person's spouse is the trustee.
(4)	Shares owned by the The Rand Monaghan Irrevocable Trust for the benefit of a child of the reporting person, of which the reporting person's spouse is the trustee.
(5)	Represents the weighted average share price of an aggregate total of 1,578 shares of Issuer's common stock sold in the price range of $57.91 to $58.87 by the reporting person. The reporting person undertakes to provide upon request by the Commission staff, the Issuer or security holder, full information regarding the number of shares sold at each separate price.
(6)	Represents the weighted average share price of an aggregate total of 3,422 shares of Issuer's common stock sold in the price range of $58.92 to $59.89 by the reporting person. The reporting person undertakes to provide upon request by the Commission staff, the Issuer or security holder, full information regarding the number of shares sold at each separate price.
(7)	Represents the weighted average share price of an aggregate total of 1,577 shares of Issuer's common stock sold in the price range of $57.91 to $58.87 by the reporting person. The reporting person undertakes to provide upon request by the Commission staff, the Issuer or security holder, full information regarding the number of shares sold at each separate price.
(8)	Represents the weighted average share price of an aggregate total of 3,423 shares of Issuer's common stock sold in the price range of $58.92 to $59.89 by the reporting person. The reporting person undertakes to provide upon request by the Commission staff, the Issuer or security holder, full information regarding the number of shares sold at each separate price.
(9)	Represents the weighted average share price of an aggregate total of 3,149 shares of Issuer's common stock sold in the price range of $55.86 to $56.73 by the reporting person. The reporting person undertakes to provide upon request by the Commission staff, the Issuer or security holder, full information regarding the number of shares sold at each separate price.
(10)	Represents the weighted average share price of an aggregate total of 851 shares of Issuer's common stock sold in the price range of $57.09 to $57.61 by the reporting person. The reporting person undertakes to provide upon request by the Commission staff, the Issuer or security holder, full information regarding the number of shares sold at each separate price.
(11)	Represents the weighted average share price of an aggregate total of 3,200 shares of Issuer's common stock sold in the price range of $55.86 to $56.73 by the reporting person. The reporting person undertakes to provide upon request by the Commission staff, the Issuer or security holder, full information regarding the number of shares sold at each separate price.
(12)	Represents the weighted average share price of an aggregate total of 800 shares of Issuer's common stock sold in the price range of $56.95 to $57.55 by the reporting person. The reporting person undertakes to provide upon request by the Commission staff, the Issuer or security holder, full information regarding the number of shares sold at each separate price.
(13)	Represents the weighted average share price of an aggregate total of 3,200 shares of Issuer's common stock sold in the price range of $55.86 to $56.75 by the reporting person. The reporting person undertakes to provide upon request by the Commission staff, the Issuer or security holder, full information regarding the number of shares sold at each separate price.
(14)	Represents the weighted average share price of an aggregate total of 800 shares of Issuer's common stock sold in the price range of $56.96 to $57.53 by the reporting person. The reporting person undertakes to provide upon request by the Commission staff, the Issuer or security holder, full information regarding the number of shares sold at each separate price.

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