4//SEC Filing
MSD SBI LP 4
Accession 0001181431-12-014384
CIK 0001144980other
Filed
Mar 4, 7:00 PM ET
Accepted
Mar 5, 6:09 PM ET
Size
32.3 KB
Accession
0001181431-12-014384
Insider Transaction Report
Form 4
DELL MICHAEL S
10% Owner
Transactions
- Exercise of In-MoneySwap
Total Return Equity Swap
2012-03-01−82,244→ 83,556 total(indirect: See Footnotes)Exercise: $3.29Exp: 2018-09-17→ Common Stock (82,244 underlying) - Exercise of In-MoneySwap
Total Return Equity Swap
2012-03-02−200,000→ 0 total(indirect: See Footnotes)Exercise: $2.97Exp: 2018-09-17→ Common Stock (200,000 underlying) - Exercise of In-MoneySwap
Total Return Equity Swap
2012-03-01−54,456→ 0 total(indirect: See Footnotes)Exercise: $3.53Exp: 2018-09-17→ Common Stock (54,456 underlying) - Exercise of In-MoneySwap
Total Return Equity Swap
2012-03-02−83,556→ 0 total(indirect: See Footnotes)Exercise: $3.29Exp: 2018-09-17→ Common Stock (83,556 underlying) - Exercise of In-MoneySwap
Total Return Equity Swap
2012-03-01−113,300→ 0 total(indirect: See Footnotes)Exercise: $3.51Exp: 2018-09-17→ Common Stock (113,300 underlying)
MSD SBI LP
10% Owner
Transactions
- Exercise of In-MoneySwap
Total Return Equity Swap
2012-03-01−113,300→ 0 total(indirect: See Footnotes)Exercise: $3.51Exp: 2018-09-17→ Common Stock (113,300 underlying) - Exercise of In-MoneySwap
Total Return Equity Swap
2012-03-02−200,000→ 0 total(indirect: See Footnotes)Exercise: $2.97Exp: 2018-09-17→ Common Stock (200,000 underlying) - Exercise of In-MoneySwap
Total Return Equity Swap
2012-03-02−83,556→ 0 total(indirect: See Footnotes)Exercise: $3.29Exp: 2018-09-17→ Common Stock (83,556 underlying) - Exercise of In-MoneySwap
Total Return Equity Swap
2012-03-01−54,456→ 0 total(indirect: See Footnotes)Exercise: $3.53Exp: 2018-09-17→ Common Stock (54,456 underlying) - Exercise of In-MoneySwap
Total Return Equity Swap
2012-03-01−82,244→ 83,556 total(indirect: See Footnotes)Exercise: $3.29Exp: 2018-09-17→ Common Stock (82,244 underlying)
MSD CAPITAL L P
10% Owner
Transactions
- Exercise of In-MoneySwap
Total Return Equity Swap
2012-03-01−113,300→ 0 total(indirect: See Footnotes)Exercise: $3.51Exp: 2018-09-17→ Common Stock (113,300 underlying) - Exercise of In-MoneySwap
Total Return Equity Swap
2012-03-01−82,244→ 83,556 total(indirect: See Footnotes)Exercise: $3.29Exp: 2018-09-17→ Common Stock (82,244 underlying) - Exercise of In-MoneySwap
Total Return Equity Swap
2012-03-02−83,556→ 0 total(indirect: See Footnotes)Exercise: $3.29Exp: 2018-09-17→ Common Stock (83,556 underlying) - Exercise of In-MoneySwap
Total Return Equity Swap
2012-03-01−54,456→ 0 total(indirect: See Footnotes)Exercise: $3.53Exp: 2018-09-17→ Common Stock (54,456 underlying) - Exercise of In-MoneySwap
Total Return Equity Swap
2012-03-02−200,000→ 0 total(indirect: See Footnotes)Exercise: $2.97Exp: 2018-09-17→ Common Stock (200,000 underlying)
Footnotes (11)
- [F1]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.
- [F10]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.
- [F11]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.
- [F2]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.
- [F3]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.
- [F4]Represents securities owned by MSD SBI.
- [F5]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.
- [F6]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.
- [F7]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.
- [F8]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.
- [F9]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.
Issuer
ASBURY AUTOMOTIVE GROUP INC
CIK 0001144980
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001217005
Filing Metadata
- Form type
- 4
- Filed
- Mar 4, 7:00 PM ET
- Accepted
- Mar 5, 6:09 PM ET
- Size
- 32.3 KB