sc13da209624005_05012015.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No.  2)1

Asbury Automotive Group, Inc.
(Name of Issuer)

Common Stock, $0.01 par value
(Title of Class of Securities)

043436104
(CUSIP Number)
 
STEPHEN RANERI
LIONEYE CAPITAL MANAGEMENT LLC
152 W. 57th Street, 10th Floor
New York, New York 10019
(212) 257-5690

STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 1, 2015
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
CUSIP NO. 043436104
 
1
NAME OF REPORTING PERSON
 
LIONEYE MASTER FUND LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,257,434
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,257,434
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,257,434
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.6%
14
TYPE OF REPORTING PERSON
 
CO

 
2
 
CUSIP NO. 043436104
 
1
NAME OF REPORTING PERSON
 
LIONEYE ONSHORE FUND LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
126,773
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
126,773
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
126,773
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
PN

 
3
 
CUSIP NO. 043436104
 
1
NAME OF REPORTING PERSON
 
LIONEYE ADVISORS LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
126,773
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
126,773
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
126,773
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
OO

 
4
 
CUSIP NO. 043436104
 
1
NAME OF REPORTING PERSON
 
LIONEYE CAPITAL MANAGEMENT LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF, OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
2,334,505
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
2,334,505
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,334,505
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.6%
14
TYPE OF REPORTING PERSON
 
OO

 
5
 
CUSIP NO. 043436104
 
1
NAME OF REPORTING PERSON
 
STEPHEN RANERI
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
2,334,505
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
2,334,505
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,334,505
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.6%
14
TYPE OF REPORTING PERSON
 
IN

 
6
 
CUSIP NO. 043436104
 
1
NAME OF REPORTING PERSON
 
ARTHUR ROSEN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
2,334,505
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
2,334,505
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,334,505
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.6%
14
TYPE OF REPORTING PERSON
 
IN

 
7
 
CUSIP NO. 043436104
 
The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”).  This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
The Shares purchased by LionEye Master Fund and LionEye Onshore and held in the LionEye Capital Management Accounts were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted on Schedule A.  The aggregate purchase price of the 1,257,434 Shares beneficially owned by LionEye Master Fund is approximately $86,292,410, including brokerage commissions. The aggregate purchase price of the 126,773 Shares beneficially owned by LionEye Onshore is approximately $8,954,225, including brokerage commissions.  The aggregate purchase price of the 950,298 Shares held in the LionEye Capital Management Accounts is approximately $63,663,191, including brokerage commissions.
 
Item 5.
Interest in Securities of the Issuer.
 
Items 5(a) – (c) are hereby amended and restated to read as follows:
 
The aggregate percentage of Shares reported owned by each person named herein is based upon 27,247,974 Shares outstanding as of April 21, 2015, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 22, 2015.
 
A.
LionEye Master Fund
 
 
(a)
As of the close of business on May 4, 2015, LionEye Master Fund beneficially owned 1,257,434 Shares.
 
Percentage: Approximately 4.6%
 
 
(b)
1. Sole power to vote or direct vote: 1,257,434
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,257,434
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
The transactions in the Shares by LionEye Master Fund during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
B.
LionEye Onshore
 
 
(a)
As of the close of business on May 4, 2015, LionEye Onshore beneficially owned 126,773 Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 126,773
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 126,773
 
4. Shared power to dispose or direct the disposition: 0
 
 
8
 
CUSIP NO. 043436104
 
 
(c)
The transactions in the Shares by LionEye Onshore during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
C.
LionEye Advisors
 
 
(a)
LionEye Advisors, as the general partner of LionEye Onshore, may be deemed the beneficial owner of the 126,773 Shares beneficially owned by LionEye Onshore.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 126,773
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 126,773
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
LionEye Advisors has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of LionEye Onshore during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
D.
LionEye Capital Management
 
 
(a)
As of the close of business on May 4, 2015, 950,298 Shares were held in the LionEye Capital Management Accounts.  LionEye Capital Management, as the investment manager of LionEye Master Fund, LionEye Onshore and the LionEye Capital Management Accounts, may be deemed the beneficial owner of the (i) 1,257,434 Shares beneficially owned by LionEye Master Fund, (ii) 126,773 Shares beneficially owned by LionEye Onshore and (iii) 950,298 Shares held in the LionEye Capital Management Accounts.
 
Percentage: Approximately 8.6%
 
 
(b)
1. Sole power to vote or direct vote: 2,334,505
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 2,334,505
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
The transactions in the Shares by LionEye Capital Management through the LionEye Capital Management Accounts and on behalf of LionEye Master Fund and LionEye Onshore during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
E.
Messrs. Raneri and Rosen
 
 
(a)
Each of Messrs. Raneri and Rosen, as a managing member of each of LionEye Capital Management and LionEye Advisors, may be deemed the beneficial owner of the (i) 1,257,434 Shares beneficially owned by LionEye Master Fund, (ii) 126,773 Shares beneficially owned by LionEye Onshore and (iii) 950,298 Shares held in the LionEye Capital Management Accounts.
 
 
9
 
CUSIP NO. 043436104
 
Percentage: Approximately 8.6%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 2,334,505
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 2,334,505
 
 
(c)
None of Messrs. Raneri or Rosen has entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares on behalf of LionEye Master Fund, LionEye Onshore and through the LionEye Capital Management Accounts during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
 
 
10
 
CUSIP NO. 043436104
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  May 5, 2015
 
 
LionEye Master Fund Ltd
   
   
 
By:
/s/ Stephen Raneri
   
Name:
Stephen Raneri
   
Title:
Director


 
LionEye Onshore Fund LP
   
 
By:
LionEye Advisors LLC
General Partner
   
   
 
By:
/s/ Stephen Raneri
   
Name:
Stephen Raneri
   
Title:
Managing Member


 
LionEye Advisors LLC
   
   
 
By:
/s/ Stephen Raneri
   
Name:
Stephen Raneri
   
Title:
Managing Member


 
LionEye Capital Management LLC
   
   
 
By:
/s/ Stephen Raneri
   
Name:
Stephen Raneri
   
Title:
Managing Member


 
/s/ Stephen Raneri
 
Stephen Raneri


 
/s/ Arthur Rosen
 
Arthur Rosen
 
 
11
 
CUSIP NO. 043436104
 
SCHEDULE A
 
Transactions in the Shares During the Past Sixty Days
 
Nature of the Transaction
Securities
Purchased/(Sold)
Price Per
Share($)
Date of
Purchase / Sale

LIONEYE MASTER FUND LTD

Purchase of Common Stock
4,762
  
81.9148
04/01/2015
Purchase of Common Stock
8,471
  
85.4839
04/13/2015
Purchase of Common Stock
17,580
  
85.1326
04/14/2015
Purchase of Common Stock
52,740
  
85.0000
04/14/2015
Purchase of Common Stock(1)
109,000
  
65.0000
04/17/2015
Purchase of Common Stock(2)
44,477
  
84.0300
05/01/2015
Purchase of Common Stock
1,740
  
84.5375
05/01/2015
Purchase of Common Stock
3,946
  
84.5350
05/01/2015
Purchase of Common Stock
3,201
  
84.7618
05/01/2015
Purchase of Common Stock
71,357
  
85.1541
05/01/2015
         
Sale of Call Option(3)
(70,316
 )
13.4700
04/14/2015

LIONEYE ONSHORE FUND LP

Purchase of Common Stock
451
  
81.9148
04/01/2015
Purchase of Common Stock
952
  
85.4839
04/13/2015
Purchase of Common Stock
1,932
  
85.1326
04/14/2015
Purchase of Common Stock
5,796
  
85.0000
04/14/2015
Purchase of Common Stock(1)
11,900
  
65.0000
04/17/2015
Sale of Common Stock(4)
(5,144
 ) 
84.0300
05/01/2015
Purchase of Common Stock
181
  
84.5375
05/01/2015
Purchase of Common Stock
411
  
84.5350
05/01/2015
Purchase of Common Stock
333
  
84.7618
05/01/2015
Purchase of Common Stock
7,432
  
85.1541
05/01/2015
         
Sale of Call Option(3)
(7,731
 ) 
13.4700
04/14/2015
 
 
 
 
CUSIP NO. 043436104
 
LIONEYE CAPITAL MANAGEMENT LLC
(Through the LionEye Capital Management Accounts)

Purchase of Common Stock
800
  
76.7388
03/06/2015
Purchase of Common Stock
100
  
75.3500
03/09/2015
Purchase of Common Stock
900
  
79.8200
03/26/2015
Purchase of Common Stock
6,871
  
81.9148
04/01/2015
Purchase of Common Stock
516
  
81.9148
04/01/2015
Purchase of Common Stock
5,903
  
85.4839
04/13/2015
Purchase of Common Stock
1,174
  
85.4839
04/13/2015
Purchase of Common Stock
3,579
  
85.1326
04/14/2015
Purchase of Common Stock
10,737
  
85.0000
04/14/2015
Purchase of Common Stock
3,228
  
85.1326
04/14/2015
Purchase of Common Stock
9,684
  
85.0000
04/14/2015
Purchase of Common Stock
3,681
  
85.1326
04/14/2015
Purchase of Common Stock
11,043
  
85.0000
04/14/2015
Purchase of Common Stock(1)
18,200
  
65.0000
04/17/2015
Purchase of Common Stock(1)
16,800
  
65.0000
04/17/2015
Purchase of Common Stock(1)
19,300
  
65.0000
04/17/2015
Sale of Common Stock(5)
(27,633
 ) 
84.0300
05/01/2015
Purchase of Common Stock
239
  
84.5375
05/01/2015
Purchase of Common Stock
543
  
84.5350
05/01/2015
Purchase of Common Stock
440
  
84.7618
05/01/2015
Purchase of Common Stock
9,815
  
85.1541
05/01/2015
Purchase of Common Stock
241
  
84.5375
05/01/2015
Purchase of Common Stock
546
  
84.5350
05/01/2015
Purchase of Common Stock
443
  
84.7618
05/01/2015
Purchase of Common Stock
9,882
  
85.1541
05/01/2015
Sale of Common Stock(5)
(11,700
 ) 
84.0300
05/01/2015
Purchase of Common Stock
282
  
84.5375
05/01/2015
Purchase of Common Stock
637
  
84.5350
05/01/2015
Purchase of Common Stock
517
  
84.7618
05/01/2015
Purchase of Common Stock
11,514
  
85.1541
05/01/2015
         
Sale of Call Option(3)
(14,316
 ) 
13.4700
04/14/2015
Sale of Call Option(3)
(12,909
 ) 
13.4700
04/14/2015
Sale of Call Option(3)
(14,728
 ) 
13.4700
04/14/2015
 
 
______________
 
(1) Represents the exercise of certain call options on their April 17, 2015 expiration date into Shares at an exercise price of $65 per Share.
 
(2) Represents a cross trade of Shares to LionEye Master Fund Ltd from the LionEye Capital Management Accounts and LionEye Onshore Fund LP.
 
(3) Represents Shares underlying certain over-the-counter call options with an exercise price of $75 per Share. These call options expire on December 18, 2015.
 
(4) Represents a cross trade of Shares from LionEye Onshore Fund LP to LionEye Master Fund Ltd.
 
(5) Represents a cross trade of Shares from the LionEye Capital Management Accounts to LionEye Master Fund Ltd.