Form Type: 4

SEC EDGAR Link
Acccession Number:0001567619-19-019972
Date:2019-10-24
Issuer: LITHIA MOTORS INC (LAD)
Original Submission Date:

Reporting Person:

ABRAMS CAPITAL MANAGEMENT, L.P.
222 BERKELEY STREET, 21ST FLOOR
BOSTON, MA 02116

Reporting Person:

ABRAMS CAPITAL MANAGEMENT, LLC
222 BERKELEY STREET, 21ST FLOOR
BOSTON, MA 02116

Reporting Person:

ABRAMS CAPITAL, LLC
222 BERKELEY STREET, 21ST FLOOR
BOSTON, MA 02116

Reporting Person:

ABRAMS DAVID C
222 BERKELEY STREET, 21ST FLOOR
BOSTON, MA 02116

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2019-08-16 L 10 a $126.55 10 indirect f2
CLASS A COMMON STOCK 2019-08-27 G 10 d $0.00 0 indirect f3
CLASS A COMMON STOCK 2019-10-24 S 73,933 d $152.42 2,226,067 indirect f4,f5,f6
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
f1 represents the weighted average purchase price of shares purchased in a series of open market transactions on the transaction date at prices ranging from $152.2307 to $153.2776 per share. the reporting persons undertake to provide, upon request by the staff of the securities and exchange commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each price.
f2 represents shares purchased by david abrams.
f3 represents shares gifted by david abrams.
f4 shares reported herein as beneficially owned by abrams capital, llc ("abrams capital") represent shares held for the account of private investment funds for which abrams capital serves as general partner. shares reported herein for abrams capital management, l.p. (the "lp") and abrams capital management, llc (the "llc") represent the above-referenced shares beneficially owned by private investment funds for which the lp serves as investment manager. the llc is the general partner of the lp. shares reported herein for mr. abrams represent the above referenced shares reported for abrams capital and the llc. mr. abrams is the managing member of abrams capital and the llc.
f5 each of the reporting persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest in such shares, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for purposes of section 16 or for any other purpose.
f6 of the shares sold on october 24, 2019, 0 shares may be deemed to have been beneficially owned by abrams capital and all of such shares may be deemed to have been beneficially owned by mr. abrams, the lp and the llc. as of october 24, 2019, abrams capital may be deemed to beneficially own 2,189,101 of the shares reported herein, and mr. abrams, the lp and the llc may be deemed to beneficially own all of such shares.

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