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Filing Details

Accession Number:: 0001104659-22-020530
Form Type:: 13G Filing
Publication Date:: 2022-02-10 19:00:00

Filed By:: Cascade Investment, L.l.c.
Company:: Autonation Inc. (NYSE:AN)
Filing Date:: 2022-02-11
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
Cascade Investment	9,871,303	0	9,871,303	0	9,871,303	15.1%
William H. Gates III	9,871,303	0	9,871,303	0	9,871,303	15.1%

Filing

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

AutoNation, Inc.

(Name of Issuer)

Common stock, par value $0.01 per share

(Title of Class of Securities)

05329W102

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨	Rule 13d-1(b)
x	Rule 13d-1(c)
¨	Rule 13d-1(d)

*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 the disclosures provided in a prior cover page.

The information required in 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.	Names of Reporting Persons Cascade Investment, L.L.C.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		¨
		(b)		¨

	3.	SEC Use Only

	4.	Citizenship or Place of Organization State of Washington

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 9,871,303 ⁽¹⁾

			6.		Shared Voting Power -0-

			7.		Sole Dispositive Power 9,871,303 ⁽¹⁾

			8.		Shared Dispositive Power -0-

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 9,871,303 ⁽¹⁾

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

	11.	Percent of Class Represented by Amount in Row (9) 15.1% ⁽²⁾

	12.	Type of Reporting Person (See Instructions) OO

⁽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 65,538,144 shares of Common Stock outstanding as of October 20, 2021, as reported on the Issuer’s Form 10-Q filed on October 21, 2021.

CUSIP No. 05329W102
	1.	Names of Reporting Persons William H. Gates III

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		¨
		(b)		¨

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 9,871,303 ⁽¹⁾

			6.		Shared Voting Power -0-

			7.		Sole Dispositive Power 9,871,303 ⁽¹⁾

			8.		Shared Dispositive Power -0-

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 9,871,303 ⁽¹⁾

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 15.1% ⁽²⁾

	12.	Type of Reporting Person (See Instructions) IN

₍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 65,538,144 shares of Common Stock outstanding as of October 20, 2021, as reported on the Issuer’s Form 10-Q filed on October 21, 2021.

Item 1.
	(a)		Name of Issuer AutoNation, Inc.
	(b)		Address of Issuer’s Principal Executive Offices 200 SW 1st Avenue Fort Lauderdale, Florida 33301

Item 2.
	(a)		Name of Person Filing Cascade Investment, L.L.C. (“Cascade”) and William H. Gates III (together, the “Reporting Persons”)
	(b)		Address of Principal Business Office or, if none, Residence Cascade – 2365 Carillon Point, Kirkland, WA 98033 Mr. Gates – 500 Fifth Avenue North, Seattle, Washington 98109
	(c)		Citizenship Cascade is a limited liability company organized under the laws of the State of Washington. Mr. Gates is a citizen of the United States of America.
	(d)		Title of Class of Securities Common stock, $0.01 par value per share
	(e)		CUSIP Number 05329W102

Item 3.	If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
	Not Applicable.

Item 4.	Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
		(a)		Amount beneficially owned: See the responses to Item 9 on the attached cover pages.
		(b)		Percent of class: See the responses to Item 11 on the attached cover pages.
		(c)		Number of shares as to which the person has:
				(i)	Sole power to vote or to direct the vote See the responses to Item 5 on the attached cover pages.
				(ii)	Shared power to vote or to direct the vote See the responses to Item 6 on the attached cover pages.
				(iii)	Sole power to dispose or to direct the disposition of See the responses to Item 7 on the attached cover pages.
				(iv)	Shared power to dispose or to direct the disposition of See the responses to Item 8 on the attached cover pages.

Item 5.		Ownership of 5 Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨.

Item 6.		Ownership of More than 5 Percent on Behalf of Another Person
		Not Applicable.

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
		Not Applicable.

Item 8.		Identification and Classification of Members of the Group
		Not Applicable.

Item 9.		Notice of Dissolution of Group
		Not Applicable.

Item 10.		Certification
		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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.

Date: February 11, 2022	CASCADE INVESTMENT, L.L.C. ⁽¹⁾

	By	*
		Name:	Alan Heuberger ⁽²⁾
		Title:	Attorney-in-fact for Michael Larson, Business Manager

	WILLIAM H. GATES III ⁽¹⁾


	By	*
		Name:	Alan Heuberger ⁽³⁾
		Title:	Attorney-in-fact

	*By:	/s/ Alan Heuberger
		Alan Heuberger

⁽¹⁾

This Amendment is being filed jointly by the Reporting Persons pursuant to the Joint Filing Agreement dated October 25, 2021, and included with the signature page to Amendment No. 2 to the Reporting Persons’ Schedule 13G filed with respect to the Issuer on October 25, 2021, SEC File No. 005-40342, and incorporated by reference herein.

⁽²⁾

Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger attorney-in-fact, dated October 11, 2013, by and on behalf of Michael Larson, filed as Exhibit 99.1 to Amendment No. 9 to Cascade’s Schedule 13D with respect to Western Asset/Claymore Inflation-Linked Opportunities & Income Fund on December 11, 2013, SEC File No. 005-81261, and incorporated by reference herein.

⁽³⁾

Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger attorney-in-fact, dated August 12, 2008, by and on behalf of WHG, filed as Exhibit 99.2 to Amendment No. 1 to Cascade’s Schedule 13D with respect to Otter Tail Corporation on April 15, 2009, SEC File No. 005-06638, and incorporated by reference herein.