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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(Print or Type Responses)
1. Name and Address of Reporting Person *
LAMPERT EDWARD S
  2. Issuer Name and Ticker or Trading Symbol
AUTONATION, INC. [AN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director__X__ 10% Owner
_____ Officer (give title below)_____ Other (specify below)
(Last)
(First)
(Middle)
1170 KANE CONCOURSE, SUITE 200
3. Date of Earliest Transaction (Month/Day/Year)
11/06/2012
(Street)

BAY HARBOR, FL 33154
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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)
CodeVAmount(A) or (D)Price
Common Stock, par value $0.01 per share 11/06/2012   S   4,285 D $ 43.49 (1) 18,580,120 D (2) (3) (4) (5)  
Common Stock, par value $0.01 per share 11/06/2012   S   60,117 D $ 43.49 (1) 31,705,477 I See Footnotes (2) (3) (4) (5) (6)
Common Stock, par value $0.01 per share 11/06/2012   S   3,028 D $ 43.49 (1) 2,364,715 I See Footnotes (2) (3) (4) (5) (7)
Common Stock, par value $0.01 per share 11/06/2012   S   2,355 D $ 43.49 (1) 1,838,736 I See Footnotes (2) (3) (4) (5) (8)
Common Stock, par value $0.01 per share 11/06/2012   S   6,416 D $ 43.49 (1) 5,009,984 I See Footnotes (2) (3) (4) (5) (9)
Common Stock, par value $0.01 per share 11/06/2012   S   8 D $ 43.49 (1) 6,436 I See Footnotes (2) (3) (4) (5) (10)
Common Stock, par value $0.01 per share 11/07/2012   S   9,562 D $ 42.23 (11) 18,570,558 D (2) (3) (4) (5)  
Common Stock, par value $0.01 per share 11/07/2012   S   134,153 D $ 42.23 (11) 31,571,324 I See Footnotes (2) (3) (4) (5) (6)
Common Stock, par value $0.01 per share 11/07/2012   S   6,759 D $ 42.23 (11) 2,357,956 I See Footnotes (2) (3) (4) (5) (7)
Common Stock, par value $0.01 per share 11/07/2012   S   5,255 D $ 42.23 (11) 1,833,481 I See Footnotes (2) (3) (4) (5) (8)
Common Stock, par value $0.01 per share 11/07/2012   S   14,319 D $ 42.23 (11) 4,995,665 I See Footnotes (2) (3) (4) (5) (9)
Common Stock, par value $0.01 per share 11/07/2012   S   19 D $ 42.23 (11) 6,417 I See Footnotes (2) (3) (4) (5) (10)
Common Stock, par value $0.01 per share 11/07/2012   S   170 D $ 43.15 (12) 18,570,388 D (2) (3) (4) (5)  
Common Stock, par value $0.01 per share 11/07/2012   S   2,392 D $ 43.15 (12) 31,568,932 I See Footnotes (2) (3) (4) (5) (6)
Common Stock, par value $0.01 per share 11/07/2012   S   120 D $ 43.15 (12) 2,357,836 I See Footnotes (2) (3) (4) (5) (7)
Common Stock, par value $0.01 per share 11/07/2012   S   94 D $ 43.15 (12) 1,833,387 I See Footnotes (2) (3) (4) (5) (8)
Common Stock, par value $0.01 per share 11/07/2012   S   255 D $ 43.15 (12) 4,995,410 I See Footnotes (2) (3) (4) (5) (9)
Common Stock, par value $0.01 per share 11/08/2012   S   5 D $ 42 18,570,383 D (2) (3) (4) (5)  
Common Stock, par value $0.01 per share 11/08/2012   S   70 D $ 42 31,568,862 I See Footnotes (2) (3) (4) (5) (6)
Common Stock, par value $0.01 per share 11/08/2012   S   4 D $ 42 2,357,832 I See Footnotes (2) (3) (4) (5) (7)
Common Stock, par value $0.01 per share 11/08/2012   S   3 D $ 42 1,833,384 I See Footnotes (2) (3) (4) (5) (8)
Common Stock, par value $0.01 per share 11/08/2012   S   8 D $ 42 4,995,402 I See Footnotes (2) (3) (4) (5) (9)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.SEC 1474 (9-02)

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 Security3. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Reporting Owners

Reporting Owner Name / AddressRelationships
 Director 10% Owner Officer Other
LAMPERT EDWARD S
1170 KANE CONCOURSE
SUITE 200
BAY HARBOR, FL 33154
    X    
ESL PARTNERS, L.P.
1170 KANE CONCOURSE
SUITE 200
BAY HARBOR, FL 33154
    X    
SPE II Partners, L.P.
1170 KANE CONCOURSE, SUITE 200
BAY HARBOR, FL 33154
    X    
SPE Master II, L.P.
1170 KANE CONCOURSE, SUITE 200
BAY HARBOR, FL 33154
    X    
RBS PARTNERS L P /CT
1170 KANE CONCOURSE
SUITE 200
BAY HARBOR, FL 33154
    X    
ESL INSTITUTIONAL PARTNERS LP
1170 KANE CONCOURSE, SUITE 200
BAY HARBOR, FL 33154
    X    
RBS INVESTMENT MANAGEMENT LLC
1170 KANE CONCOURSE, SUITE 200
BAY HARBOR, FL 33154
    X    
ESL INVESTMENTS INC
1170 KANE CONCOURSE
SUITE 200
BAY HARBOR, FL 33154
    X    

Signatures

 EDWARD S. LAMPERT, By: /s/ Edward S. Lampert  11/08/2012
**Signature of Reporting PersonDate

 ESL PARTNERS, L.P., By: RBS Partners, L.P., Its: General Partner, By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer  11/08/2012
**Signature of Reporting PersonDate

 SPE II PARTNERS, LP, By: RBS Partners, L.P., Its: General Partner, By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer  11/08/2012
**Signature of Reporting PersonDate

 SPE MASTER II, LP, By: RBS Partners, L.P., Its: General Partner, By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer  11/08/2012
**Signature of Reporting PersonDate

 RBS PARTNERS, L.P., By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer  11/08/2012
**Signature of Reporting PersonDate

 ESL INSTITUTIONAL PARTNERS, L.P., By: RBS Investment Management, L.L.C., Its: General Partner, By: ESL Investments, Inc., Its: Manager, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer  11/08/2012
**Signature of Reporting PersonDate

 RBS INVESTMENT MANAGEMENT, L.L.C., By: ESL Investments, Inc., Its: Manager, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer  11/08/2012
**Signature of Reporting PersonDate

 ESL INVESTMENTS, INC., By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer  11/08/2012
**Signature of Reporting PersonDate

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)This price represents the approximate weighted average price per share of common stock of AutoNation, Inc. (the "Issuer"), par value $0.01 per share (each, a "Share"), of sales that were executed at prices ranging from $44.15 to $44.75 per Share. The reporting persons undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.
(2)This statement is jointly filed by and on behalf of each of Edward S. Lampert, ESL Partners, L.P. ("Partners"), SPE II Partners, LP ("SPE II"), SPE Master II, LP ("SPE Master II"), RBS Partners, L.P. ("RBS"), ESL Institutional Partners, L.P. ("Institutional"), RBS Investment Management, L.L.C. ("RBSIM") and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE II, SPE Master II, Institutional and CBL Partners, L.P. ("CBL") are the direct beneficial owners of the securities covered by this statement.
(3)RBS is the general partner of each of Partners, SPE II and SPE Master II and may be deemed to beneficially own securities owned by Partners, SPE II and SPE Master II. RBSIM is the general partner of, and may be deemed to beneficially own securities owned by, Institutional. ESL is the general partner of RBS, the general partner of CBL and the manager of RBSIM. ESL may be deemed to beneficially own securities owned by RBS, CBL and RBSIM. Mr. Lampert is the Chairman, Chief Executive Officer and Director of ESL and may be deemed to beneficially own securities owned by ESL.
(4)The reporting persons state that neither the filing of this statement nor anything herein shall be deemed an admission that such persons are, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the beneficial owners of any securities covered by this statement. The reporting persons disclaim beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such persons in such securities.
(5)The reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Exchange Act. The reporting persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer.
(6)Represents shares directly beneficially owned by Partners.
(7)Represents shares directly beneficially owned by SPE Master II.
(8)Represents shares directly beneficially owned by SPE II.
(9)Represents shares directly beneficially owned by CBL.
(10)Represents shares directly beneficially owned by Institutional.
(11)This price represents the approximate weighted average price per Share of sales that were executed at prices ranging from $42.00 to $42.97 per Share. The reporting persons undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.
(12)This price represents the approximate weighted average price per Share of sales that were executed at prices ranging from $43.00 to $43.25 per Share. The reporting persons undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.
 
Remarks:
Exhibit Index
Exhibit 99.1 - Joint Filer Information (filed herewith)
Exhibit 99.2 - Joint Filing Agreement (filed herewith)

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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                                                                    EXHIBIT 99.1

                             JOINT FILER INFORMATION

                            Other Reporting Person(s)

1.       ESL PARTNERS, L.P.

Item                                   Information
Name:                                  ESL Partners, L.P.

Address:                               1170 Kane Concourse, Suite 200, Bay Harbor, FL
                                       33154

Designated Filer:                      Edward S. Lampert

Date of Event Requiring Statement      November 6, 2012
(Month/Day/Year):

Issuer Name and Ticker or Trading      AUTONATION, INC. [AN]
Symbol:

Relationship of Reporting Person(s)    10% Owner
to Issuer:

If Amendment, Date Original Filed      Not Applicable
(Month/Day/Year):

Individual or Joint/Group Filing:      Form filed by More than One Reporting Person

Signature:                             By:    RBS Partners, L.P.
                                       Its:   General Partner

                                       By:    ESL Investments, Inc.
                                       Its:   General Partner

                                       By:    /s/ Edward S. Lampert
                                              ---------------------------------
                                       Name:  Edward S. Lampert
                                       Title: Chief Executive Officer
                                       Date:  November 8, 2012

2.       SPE II PARTNERS, LP

Item                                   Information
Name:                                  SPE II Partners, LP

Address:                               1170 Kane Concourse, Suite 200, Bay Harbor, FL
                                       33154

Designated Filer:                      Edward S. Lampert

Date of Event Requiring Statement      November 6, 2012
(Month/Day/Year):

Issuer Name and Ticker or Trading      AUTONATION, INC. [AN]
Symbol:

Relationship of Reporting Person(s)    10% Owner
to Issuer:

If Amendment, Date Original Filed      Not Applicable
(Month/Day/Year):

Individual or Joint/Group Filing:      Form filed by More than One Reporting Person

Signature:                             By:    RBS Partners, L.P.
                                       Its:   General Partner

                                       By:    ESL Investments, Inc.
                                       Its:   General Partner

                                       By:    /s/ Edward S. Lampert
                                              ----------------------------------
                                       Name:  Edward S. Lampert
                                       Title: Chief Executive Officer
                                       Date:  November 8, 2012

3.       SPE MASTER II, LP

Item                                   Information
Name:                                  SPE Master II, LP

Address:                               1170 Kane Concourse, Suite 200, Bay Harbor, FL
                                       33154

Designated Filer:                      Edward S. Lampert

Date of Event Requiring Statement      November 6, 2012
(Month/Day/Year):

Issuer Name and Ticker or Trading      AUTONATION, INC. [AN]
Symbol:

Relationship of Reporting Person(s)    10% Owner
to Issuer:

If Amendment, Date Original Filed      Not Applicable
(Month/Day/Year):

Individual or Joint/Group Filing:      Form filed by More than One Reporting Person

Signature:                             By:    RBS Partners, L.P.
                                       Its:   General Partner

                                       By:    ESL Investments, Inc.
                                       Its:   General Partner

                                       By:    /s/ Edward S. Lampert
                                              ----------------------------------
                                       Name:  Edward S. Lampert
                                       Title: Chief Executive Officer
                                       Date:  November 8, 2012

4.       RBS PARTNERS, L.P.

Item                                   Information
Name:                                  RBS Partners, L.P.

Address:                               1170 Kane Concourse, Suite 200, Bay Harbor, FL
                                       33154

Designated Filer:                      Edward S. Lampert

Date of Event Requiring Statement      November 6, 2012
(Month/Day/Year):

Issuer Name and Ticker or Trading      AUTONATION, INC. [AN]
Symbol:

Relationship of Reporting Person(s)    10% Owner
to Issuer:

If Amendment, Date Original Filed      Not Applicable
(Month/Day/Year):

Individual or Joint/Group Filing:      Form filed by More than One Reporting Person

Signature:                             By:    ESL Investments, Inc.
                                       Its:   General Partner

                                       By:    /s/ Edward S. Lampert
                                              ----------------------------------
                                       Name:  Edward S. Lampert
                                       Title: Chief Executive Officer
                                       Date:  November 8, 2012

5.       ESL INSTITUTIONAL PARTNERS, L.P.

Item                                   Information
Name:                                  ESL Institutional Partners, L.P.

Address:                               1170 Kane Concourse, Suite 200, Bay Harbor, FL
                                       33154

Designated Filer:                      Edward S. Lampert

Date of Event Requiring Statement      November 6, 2012
(Month/Day/Year):

Issuer Name and Ticker or Trading      AUTONATION, INC. [AN]
Symbol:

Relationship of Reporting Person(s)    10% Owner
to Issuer:

If Amendment, Date Original Filed      Not Applicable
(Month/Day/Year):

Individual or Joint/Group Filing:      Form filed by More than One Reporting Person

Signature:                             By:    RBS Investment Management, L.L.C.
                                       Its:   General Partner

                                       By:    ESL Investments, Inc.
                                       Its:   Manager

                                       By:    /s/ Edward S. Lampert
                                              ----------------------------------
                                       Name:  Edward S. Lampert
                                       Title: Chief Executive Officer
                                       Date:  November 8, 2012

6.       RBS INVESTMENT MANAGEMENT, L.L.C.

Item                                   Information
Name:                                  RBS Investment Management, L.L.C.

Address:                               1170 Kane Concourse, Suite 200, Bay Harbor, FL
                                       33154

Designated Filer:                      Edward S. Lampert

Date of Event Requiring Statement      November 6, 2012
(Month/Day/Year):

Issuer Name and Ticker or Trading      AUTONATION, INC. [AN]
Symbol:

Relationship of Reporting Person(s)    10% Owner
to Issuer:

If Amendment, Date Original Filed      Not Applicable
(Month/Day/Year):

Individual or Joint/Group Filing:      Form filed by More than One Reporting Person

Signature:                             By:    ESL Investments, Inc.
                                       Its:   Manager

                                       By:    /s/ Edward S. Lampert
                                              ----------------------------------
                                       Name:  Edward S. Lampert
                                       Title: Chief Executive Officer
                                       Date:  November 8, 2012

7.      ESL INVESTMENTS, INC.

Item                                   Information
Name:                                  ESL Investments, Inc.

Address:                               1170 Kane Concourse, Suite 200, Bay Harbor,
                                       FL 33154

Designated Filer:                      Edward S. Lampert

Date of Event Requiring Statement      November 6, 2012
(Month/Day/Year):

Issuer Name and Ticker or Trading      AUTONATION, INC. [AN]
 Symbol:

Relationship of Reporting              10% Owner
Person(s) to Issuer:

If Amendment, Date Original Filed      Not Applicable
(Month/Day/Year):

Individual or Joint/Group Filing:      Form filed by More than One Reporting Person

Signature:
                                       By:    /s/ Edward S. Lampert
                                              ----------------------------------
                                       Name:  Edward S. Lampert
                                       Title: Chief Executive Officer
                                       Date:  November 8, 2012

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                                                                    EXHIBIT 99.2

                             JOINT FILING AGREEMENT

        Pursuant to and in accordance with the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and the rules and regulations thereunder, each
party hereto hereby agrees to the joint filing, on behalf of each of them, of
any filing required by such party under Section 13 or Section 16 of the Exchange
Act or any rule or regulation thereunder (including any amendment, restatement,
supplement, and/or exhibit thereto) with the Securities and Exchange Commission
(and, if such security is registered on a national securities exchange, also
with the exchange), and further agrees to the filing, furnishing, and/or
incorporation by reference of this agreement as an exhibit thereto. This
agreement shall remain in full force and effect until revoked by any party
hereto in a signed writing provided to each other party hereto, and then only
with respect to such revoking party.

        IN WITNESS WHEREOF, each party hereto, being duly authorized, has
caused this agreement to be executed and effective as of the date set forth
below.

        Date: November 8, 2012          EDWARD S. LAMPERT

                                        By:    /s/ Edward S. Lampert
                                               ---------------------------------

                                        ESL PARTNERS, L.P.

                                        By:    RBS Partners, L.P.
                                        Its:   General Partner

                                        By:    ESL Investments, Inc.
                                        Its:   General Partner

                                        By:    /s/ Edward S. Lampert
                                               ---------------------------------
                                        Name:  Edward S. Lampert
                                        Title: Chief Executive Officer

                                        SPE II PARTNERS, LP

                                        By:    RBS Partners, L.P.
                                        Its:   General Partner

                                        By:    ESL Investments, Inc.
                                        Its:   General Partner

                                        By:    /s/ Edward S. Lampert
                                               ---------------------------------
                                        Name:  Edward S. Lampert
                                        Title: Chief Executive Officer

                                        SPE MASTER II, LP

                                        By:    RBS Partners, L.P.
                                        Its:   General Partner

                                        By:    ESL Investments, Inc.
                                        Its:   General Partner

                                        By:    /s/ Edward S. Lampert
                                               ---------------------------------
                                        Name:  Edward S. Lampert
                                        Title: Chief Executive Officer

                                        RBS PARTNERS, L.P.

                                        By:    ESL Investments, Inc.
                                        Its:   General Partner

                                        By:    /s/ Edward S. Lampert
                                               ---------------------------------
                                        Name:  Edward S. Lampert
                                        Title: Chief Executive Officer

                                        ESL INSTITUTIONAL PARTNERS, L.P.

                                        By:    RBS Investment Management, L.L.C.
                                        Its:   General Partner

                                        By:    ESL Investments, Inc.
                                        Its:   Manager

                                        By:    /s/ Edward S. Lampert
                                               ---------------------------------
                                        Name:  Edward S. Lampert
                                        Title: Chief Executive Officer

                                        RBS INVESTMENT MANAGEMENT, L.L.C.

                                        By:    ESL Investments, Inc.
                                        Its:   Manager

                                        By:    /s/ Edward S. Lampert
                                               ---------------------------------
                                        Name:  Edward S. Lampert
                                        Title: Chief Executive Officer

                                        ESL INVESTMENTS, INC.

                                        By:    /s/ Edward S. Lampert
                                               ---------------------------------
                                        Name:  Edward S. Lampert
                                        Title: Chief Executive Officer