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 *
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)
Code V Amount (A) or (D) Price
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 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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