Edgar Filing: MSD SBI LP

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 ^*

MSD CAPITAL L P

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

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)

645 FIFTH AVENUE, 21ST FLOOR,

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2012

(Street)

NEW YORK, NY 10022

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)
			Code	V	Amount	(A) or (D)	Price

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 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

Total Return Equity Swap

$ 3.5347

03/01/2012

X/K

54,456

⁽¹⁰⁾⁽¹¹⁾

09/17/2018

Common Stock

54,456

⁽⁵⁾

See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽¹⁰⁾ ⁽¹¹⁾

Total Return Equity Swap

$ 3.5139

03/01/2012

X/K

113,300

⁽¹⁰⁾⁽¹¹⁾

09/17/2018

Common Stock

113,300

⁽⁶⁾

See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁶⁾ ⁽¹⁰⁾ ⁽¹¹⁾

Total Return Equity Swap

$ 3.2879

03/01/2012

X/K

82,244

⁽¹⁰⁾⁽¹¹⁾

09/17/2018

Common Stock

82,244

⁽⁷⁾

83,556

See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁷⁾ ⁽¹⁰⁾ ⁽¹¹⁾

Total Return Equity Swap

$ 3.2879

03/02/2012

X/K

83,556

⁽¹⁰⁾⁽¹¹⁾

09/17/2018

Common Stock

83,556

⁽⁸⁾

See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁸⁾ ⁽¹⁰⁾ ⁽¹¹⁾

Total Return Equity Swap

$ 2.9692

03/02/2012

X/K

200,000

⁽¹⁰⁾⁽¹¹⁾

09/17/2018

Common Stock

200,000

⁽⁹⁾

See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MSD CAPITAL L P 645 FIFTH AVENUE, 21ST FLOOR NEW YORK, NY 10022		X
MSD SBI LP 645 FIFTH AVENUE, 21ST FLOOR NEW YORK, NY 10022		X
DELL MICHAEL S C/O MSD CAPITAL, L.P. 645 FIFTH AVENUE, 21ST FLOOR NEW YORK, NY 10022		X

Signatures

MSD Capital, L.P., By: MSD Capital Management LLC, Its General Partner, By: /s/ Marc R. Lisker, Title: Manager and General Counsel		03/05/2012
^**Signature of Reporting Person		Date
MSD SBI, L.P., By: MSD Capital, L.P., Its General Partner, By: MSD Capital Management LLC, Its General Partner, By: /s/ Marc R. Lisker, Title: Manager and General Counsel		03/05/2012
^**Signature of Reporting Person		Date
Michael S. Dell, By: /s/ Marc R. Lisker, Title: Attorney-in-Fact		03/05/2012
^**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)	This statement is jointly filed by and on behalf of each of MSD Capital, L.P., MSD SBI, L.P. and Michael S. Dell. MSD Capital is the general partner of MSD SBI and may be deemed to beneficially own securities owned by MSD SBI. MSD Capital Management LLC is the general partner of MSD Capital and may be deemed to beneficially own securities owned by MSD Capital. Michael S. Dell is the controlling member of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Capital Management.
(2)	Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 the Securities Exchange Act of 1934, as amended (the "Act"), or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.
(3)	Each reporting person 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 Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer.
(4)	Represents securities owned by MSD SBI.
(5)	On March 1, 2012, MSD SBI closed out certain cash-settled total return equity swaps entered into by MSD SBI with Citibank, NA New York ("Citibank") relating to shares of common stock of the issuer in the amount of 54,456 notional shares at a price of $26.6987 per notional share.
(6)	On March 1, 2012, MSD SBI closed out certain cash-settled total return equity swaps entered into by MSD SBI with Citibank relating to shares of common stock of the issuer in the amount of 113,300 notional shares at a price of $26.6987 per notional share.
(7)	On March 1, 2012, MSD SBI closed out certain cash-settled total return equity swaps entered into by MSD SBI with Citibank relating to shares of common stock of the issuer in the amount of 82,244 notional shares at a price of $26.6987 per notional share.
(8)	On March 2, 2012, MSD SBI closed out certain cash-settled total return equity swaps entered into by MSD SBI with Citibank relating to shares of common stock of the issuer in the amount of 83,556 notional shares at a price of $26.8057 per notional share.
(9)	On March 2, 2012, MSD SBI closed out certain cash-settled total return equity swaps entered into by MSD SBI with Citibank relating to shares of common stock of the issuer in the amount of 200,000 notional shares at a price of $26.8057 per notional share.
(10)	Under the terms of each total return equity swap: (i) MSD SBI was obligated to pay to Citibank any negative price performance of the shares of common stock subject to such total return equity swap as of the termination date of such total return equity swap, plus interest; and (ii) Citibank was obligated to pay to MSD SBI any positive price performance of the shares of common stock subject to such total return equity swap as of the termination date of such total return equity swap. An amount equal to any dividends received by Citibank on the shares of common stock during the term of each such total return equity swap was to be paid to MSD SBI.
(11)	None of the total return equity swaps gives MSD SBI direct or indirect voting, investment or dispositive control over any securities of the issuer or requires Citibank to acquire, hold, vote or dispose of any securities of the issuer. Accordingly, MSD SBI disclaims any beneficial ownership in securities that may be referenced in any such total return equity swap.
Remarks: Exhibit Index ------------------ Exhibit 24.1 - Power of Attorney (furnished herewith) Exhibit 99.1 - Joint Filer Information (furnished herewith) Exhibit 99.2 - Joint Filing Agreement (furnished herewith)

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