SEC Filing | Asbury Automotive Group, Inc.

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SEC FORM 4/A SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FS EQUITY PARTNERS IV LP

(Last)

(First)

(Middle)

C/O FREEMAN SPOGLI & CO.

11100 SANTA MONICA BLVD, SUITE 1900

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

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

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/10/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)
04/12/2007

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock, par value $.01 per share	04/10/2007		S		1,125,276	D	$27.37⁽¹⁾	2,206,771⁽³⁾⁽⁴⁾	D
Common stock, par value $.01 per share	04/10/2007		S		71,965	D	$27.37⁽¹⁾⁽²⁾	141,131	I	By FS Asbury Inc.⁽⁵⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

FS EQUITY PARTNERS IV LP

(Last)

(First)

(Middle)

C/O FREEMAN SPOGLI & CO.

11100 SANTA MONICA BLVD, SUITE 1900

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

FS CAPITAL PARTNERS LLC

(Last)

(First)

(Middle)

C/O FREEMAN SPOGLI & CO.

11100 SANTA MONICA, BLVD., SUITE 1900

(Street)

LOS ANGELES

20025

(City)

(State)

(Zip)

Explanation of Responses:

1. The shares were sold in an underwritten offering to the public at a price of $27.37 per share.

2. This Form 4/A is being filed to correct a typo in the original Form 4, which stated that the sales price of the shares was $23.73. The correct sales price is $27.37.

3. FS Equity Partners IV, L.P., a Delaware limited partnership (the "Partnership") sold these shares with other affiliates and affiliated funds of Freeman Spogli & Co. in the underwritten offering. FS Capital Partners, L.L.C.., a California limited liability company (the "General Partner"), is the sole general partner of the Partnership. The General Partner disclaims beneficial ownership of the shares held by the Partnership, except to the extent of its pecuniary interest therein.

4. John M. Roth is a director of the Issuer. Mr. Roth is a member and director of the General Partner. Mr. Roth disclaims beneficial ownership of the shares held by the General Partner, except to the extent of his indirect pecuniary interests therein.

5. FS Asbury Inc., a Delaware corporation ("FS Asbury"), sold these shares with other funds affilitated with Freeman Spogli & Co. The Partnership is the sole stockholder of FS Asbury and beneficially owns all of the Issuer's shares held by FS Asbury.

Remarks:

	Lynne A. Burgess, Attorney-in-Fact	04/13/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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