Amendment No. 4
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 4)*
 
Asbury Automotive Group, Inc.
_____________________________________________
 
(Name of Issuer)
 
Common Stock (par value $.01 per share)
_____________________________________________
 
(Title of Class of Securities)
 
043436104
______________________
 
(CUSIP Number)
 
December 31, 2005
_____________________________________________
 
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
[_] Rule 13d-1(b)
 
[_] Rule 13d-1(c)
 
[X] Rule 13d-1(d)
 
*
The remainder of this cover page shall be filled out for a 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 the disclosures provided in a prior cover page.
 
The information required in 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
 13G
 
     
1.
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
ASBURY AUTOMOTIVE HOLDINGS L.L.C.
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)  x
(b)  o
3.
SEC USE ONLY
 
 
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5.
SOLE VOTING POWER
 
0
 
6.
SHARED VOTING POWER
 
22,096,261
 
7.
SOLE DISPOSITIVE POWER
 
17,550,743
 
8.
SHARED DISPOSITIVE POWER
 
0
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
17,550,743
 
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
 
4,545,518*
 
   x
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
53.4%
 
 
12.
TYPE OF REPORTING PERSON
 
CO
 
 
 

*Asbury Automotive Holdings L.L.C. expressly disclaims beneficial ownership of the shares of Asbury Automotive Group, Inc. beneficially owned by all other parties to the Shareholders Agreement identified in Item 8 below.
 
 
2

 
 
   
 CUSIP NO. 043436104
 13G
 
     
1.
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
RIPPLEWOOD PARTNERS L.P.
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)  x
(b)  o
3.
SEC USE ONLY
 
 
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5.
SOLE VOTING POWER
 
0
 
6.
SHARED VOTING POWER
 
22,096,261
 
7.
SOLE DISPOSITIVE POWER
 
8,954,900
 
8.
SHARED DISPOSITIVE POWER
 
0
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,954,900
 
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
 
13,141,361*
 
   x
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
27.3%
 
 
12.
TYPE OF REPORTING PERSON
 
PN
 
 
 
* Ripplewood Partners L.P. is the owner of approximately 51% of the membership interests of Asbury Automotive Holdings L.L.C. Ripplewood Partners L.P. expressly disclaims beneficial ownership of the shares of Asbury Automotive Group, Inc. beneficially owned by all parties to the Shareholders Agreement identified in Item 8 below, except to the extent of its pecuniary interest therein.
 
 
3

 
 
   
 CUSIP NO. 043436104
 13G
 
     
1.
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
COLLINS FAMILY PARTNERS, L.P.
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)  x
(b)  o
3.
SEC USE ONLY
 
 
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5.
SOLE VOTING POWER
 
0
 
6.
SHARED VOTING POWER
 
22,096,261
 
7.
SOLE DISPOSITIVE POWER
 
0
 
8.
SHARED DISPOSITIVE POWER
 
0
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,954,900
 
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
 
13,141,361*
 
   x
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
27.3%
 
 
12.
TYPE OF REPORTING PERSON
 
PN
 
 
 
* Collins Family Partners could be deemed the beneficial owner of the shares held by Ripplewood Partners L.P. Collins Family Partners expressly disclaims beneficial ownership of the shares of Asbury Automotive Group, Inc. beneficially owned by all parties to the Shareholders Agreement identified in Item 8 below, except to the extent of its pecuniary interest therein.
 
 
4

 
 
   
 CUSIP NO. 043436104
 13G
 
     
1.
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
TIMOTHY C. COLLINS
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)  x
(b)  o
3.
SEC USE ONLY
 
 
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5.
SOLE VOTING POWER
 
0
 
6.
SHARED VOTING POWER
 
22,096,261
 
7.
SOLE DISPOSITIVE POWER
 
0
 
8.
SHARED DISPOSITIVE POWER
 
0
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,954,900
 
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
 
13,141,361*
 
    x
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
27.3%
 
 
12.
TYPE OF REPORTING PERSON
 
IN
 
 
 
* Timothy C. Collins could be deemed the beneficial owner of the shares held by Ripplewood Partners L.P. Timothy C. Collins expressly disclaims beneficial ownership of the shares of Asbury Automotive Group, Inc. beneficially owned by all parties to the Shareholders Agreement identified in Item 8 below, except to the extent of his pecuniary interest therein.
 
 
5

 
 
   
 CUSIP NO. 043436104
 13G
 
     
1.
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
C.V.  NALLEY, III
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)  x
(b)  o
3.
SEC USE ONLY
 
 
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5.
SOLE VOTING POWER
 
0
 
6.
SHARED VOTING POWER
 
22,096,261
 
7.
SOLE DISPOSITIVE POWER
 
1,360,759
 
8.
SHARED DISPOSITIVE POWER
 
0
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,360,759
 
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
 
20,735,502*
 
    x
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.1%
 
 
12.
TYPE OF REPORTING PERSON
 
CO
 
 
 
* C.V. Nalley III expressly disclaims beneficial ownership of the shares of Asbury Automotive Group, Inc. beneficially owned by all other parties to the Shareholders Agreement identified in Item 8 below.
 
 
6

 
 
   
 CUSIP NO. 043436104
 13G
 
     
1.
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
THOMAS F. MCLARTY III
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)  x
(b)  o
3.
SEC USE ONLY
 
 
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5.
SOLE VOTING POWER
 
0
 
6.
SHARED VOTING POWER
 
22,096,261
 
7.
SOLE DISPOSITIVE POWER
 
454,114
 
8.
SHARED DISPOSITIVE POWER
 
0
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
454,114
 
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
 
21,642,147*
 
    x
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.4%
 
 
12.
TYPE OF REPORTING PERSON
 
IN
 
 
 
* Thomas F. McLarty III expressly disclaims beneficial ownership of the shares of Asbury Automotive Group, Inc. beneficially owned by all other parties to the Shareholders Agreement identified in Item 8 below.
 
 
7

 
 
   
 CUSIP NO. 043436104
 13G
 
     
1.
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
LUTHER COGGIN
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)  x
(b)  o
3.
SEC USE ONLY
 
 
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5.
SOLE VOTING POWER
 
0
 
6.
SHARED VOTING POWER
 
22,096,261
 
7.
SOLE DISPOSITIVE POWER
 
100,000
 
8.
SHARED DISPOSITIVE POWER
 
0
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
100,000
 
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
 
21,996,261*
 
    x
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.3%
 
 
12.
TYPE OF REPORTING PERSON
 
IN
 
 
 
* Luther Coggin expressly disclaims beneficial ownership of the shares of Asbury Automotive Group, Inc. beneficially owned by all other parties to the Shareholders Agreement identified in Item 8 below.
 
 
8

 
 
   
 CUSIP NO. 043436104
 13G
 
     
1.
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
CHARLIE (C.B.) TOMM AND ANITA DESAUSSURE TOMM, TENANTS BY THE ENTIRETIES
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)  x
(b)  o
3.
SEC USE ONLY
 
 
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5.
SOLE VOTING POWER
 
0
 
6.
SHARED VOTING POWER
 
22,096,261
 
7.
SOLE DISPOSITIVE POWER
 
349,039
 
8.
SHARED DISPOSITIVE POWER
 
0
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
349,039
 
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
 
21,747,222*
 
    x
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.1%
 
 
12.
TYPE OF REPORTING PERSON
 
00
 
 
 
* Charlie (C.B.) Tomm and Anita DeSaussure Tomm, Tenants by the Entireties, expressly disclaim beneficial ownership of the shares of Asbury Automotive Group, Inc. beneficially owned by all other parties to the Shareholders Agreement identified in Item 8 below.
 
 
9

 
 
   
 CUSIP NO. 043436104
 13G
 
     
1.
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
JOHN R. CAPPS
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)  x
(b)  o
3.
SEC USE ONLY
 
 
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5.
SOLE VOTING POWER
 
0
 
6.
SHARED VOTING POWER
 
22,096,261
 
7.
SOLE DISPOSITIVE POWER
 
210,300
 
8.
SHARED DISPOSITIVE POWER
 
0
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
210,300
 
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
 
21,885,961*
 
    x
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.6%
 
 
12.
TYPE OF REPORTING PERSON
 
IN
 
 
 
* John R. Capps expressly disclaims beneficial ownership of the shares of Asbury Automotive Group, Inc. beneficially owned by all other parties to the Shareholders Agreement identified in Item 8 below.
 
 
10

 
 
   
 CUSIP NO. 043436104
 13G
 
     
1.
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
JIW ENTERPRISES IRREVOCABLE TRUST OF 2005
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)  x
(b)  o
3.
SEC USE ONLY
 
 
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5.
SOLE VOTING POWER
 
0
 
6.
SHARED VOTING POWER
 
22,096,261
 
7.
SOLE DISPOSITIVE POWER
 
1,280,037
 
8.
SHARED DISPOSITIVE POWER
 
0
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,280,037
 
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
 
20,816,224*
 
    x
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
3.9%
 
 
12.
TYPE OF REPORTING PERSON
 
00
 
 
 
* JIW Enterprises Irrevocable Trust of 2005 expressly disclaims beneficial ownership of the shares of Asbury Automotive Group, Inc. beneficially owned by all other parties to the Shareholders Agreement identified in Item 8 below.
 
 
11

 
 
   
 CUSIP NO. 043436104
 13G
 
     
1.
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
JIW FUND I, LLC
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)  x
(b)  o
3.
SEC USE ONLY
 
 
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5.
SOLE VOTING POWER
 
0
 
6.
SHARED VOTING POWER
 
22,096,261
 
7.
SOLE DISPOSITIVE POWER
 
117,554
 
8.
SHARED DISPOSITIVE POWER
 
0
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
117,554
 
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
 
21,978,707*
 
    x
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.4%
 
 
12.
TYPE OF REPORTING PERSON
 
00
 
 
 
* JIW Fund I, LLC expressly disclaims beneficial ownership of the shares of Asbury Automotive Group, Inc. beneficially owned by all other parties to the Shareholders Agreement identified in Item 8 below.
 
 
12

 
 
   
 CUSIP NO. 043436104
 13G
 
     
1.
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
DMCD AUTOS IRVING, INC.
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)  x
(b)  o
3.
SEC USE ONLY
 
 
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Texas
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5.
SOLE VOTING POWER
 
0
 
6.
SHARED VOTING POWER
 
22,096,261
 
7.
SOLE DISPOSITIVE POWER
 
12,109
 
8.
SHARED DISPOSITIVE POWER
 
0
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
12,109
 
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
 
22,084,152*
 
    x
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.0%
 
 
12.
TYPE OF REPORTING PERSON
 
CO
 
 
 
* DMCD Autos Irving, Inc. expressly disclaims beneficial ownership of the shares of Asbury Automotive Group, Inc. beneficially owned by all other parties to the Shareholders Agreement identified in Item 8 below.
 
 
13

 
 
   
 CUSIP NO. 043436104
 13G
 
     
1.
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
ROBERT E. GRAY
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)  x
(b)  o
3.
SEC USE ONLY
 
 
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5.
SOLE VOTING POWER
 
0
 
6.
SHARED VOTING POWER
 
22,096,261
 
7.
SOLE DISPOSITIVE POWER
 
329,378
 
8.
SHARED DISPOSITIVE POWER
 
0
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
329,378
 
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
 
21,766,883*
 
    x
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.0%
 
 
12.
TYPE OF REPORTING PERSON
 
IN
 
 
 
* Robert E. Gray expressly disclaims beneficial ownership of the shares of Asbury Automotive Group, Inc. beneficially owned by all other parties to the Shareholders Agreement identified in Item 8 below.
 
 
14

 
 
   
 CUSIP NO. 043436104
 13G
 
     
1.
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GIBSON FAMILY PARTNERSHIP, L.P.
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)  x
(b)  o
3.
SEC USE ONLY
 
 
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Pennsylvania
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5.
SOLE VOTING POWER
 
0
 
6.
SHARED VOTING POWER
 
22,096,261
 
7.
SOLE DISPOSITIVE POWER
 
124,749
 
8.
SHARED DISPOSITIVE POWER
 
0
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
124,749
 
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
 
21,971,512*
 
    x
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.4%
 
 
12.
TYPE OF REPORTING PERSON
 
PN
 
 

* Gibson Family Partnership, L.P. expressly disclaims beneficial ownership of the shares of Asbury Automotive Group, Inc. beneficially owned by all other parties to the Shareholders Agreement identified in Item 8 below.
 
 
15

 
 
   
 CUSIP NO. 043436104
 13G
 
     
1.
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
THOMAS G. MCCOLLUM
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)  x
(b)  o
3.
SEC USE ONLY
 
 
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5.
SOLE VOTING POWER
 
0
 
6.
SHARED VOTING POWER
 
22,096,261
 
7.
SOLE DISPOSITIVE POWER
 
87,870
 
8.
SHARED DISPOSITIVE POWER
 
0
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
87,870
 
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
 
22,008,391*
 
    x
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.3%
 
 
12.
TYPE OF REPORTING PERSON
 
IN
 
 

* Thomas G. McCollum expressly disclaims beneficial ownership of the shares of Asbury Automotive Group, Inc. beneficially owned by all other parties to the Shareholders Agreement identified in Item 8 below.
 
 
16

 
 
   
 CUSIP NO. 043436104
 13G
 
     
1.
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
SLT/TAG, INC.
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)  x
(b)  o
3.
SEC USE ONLY
 
 
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Oregon
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5.
SOLE VOTING POWER
 
0
 
6.
SHARED VOTING POWER
 
22,096,261
 
7.
SOLE DISPOSITIVE POWER
 
61,900
 
8.
SHARED DISPOSITIVE POWER
 
0
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
61,900
 
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
 
22,034,361*
 
    x
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.2%
 
 
12.
TYPE OF REPORTING PERSON
 
CO
 
 

* SLT/TAG, INC. expressly disclaims beneficial ownership of the shares of Asbury Automotive Group, Inc. beneficially owned by all other parties to the Shareholders Agreement identified in Item 8 below.
 
 
17

 
 
   
 CUSIP NO. 043436104
 13G
 
     
1.
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
NOEL E. DANIELS
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)  x
(b)  o
3.
SEC USE ONLY
 
 
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5.
SOLE VOTING POWER
 
0
 
6.
SHARED VOTING POWER
 
22,096,261
 
7.
SOLE DISPOSITIVE POWER
 
17,478
 
8.
SHARED DISPOSITIVE POWER
 
0
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
17,478
 
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
 
22,078,783*
 
    x
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.1%
 
 
12.
TYPE OF REPORTING PERSON
 
IN
 
 

* Noel E. Daniels expressly disclaims beneficial ownership of the shares of Asbury Automotive Group, Inc. beneficially owned by all other parties to the Shareholders Agreement identified in Item 8 below.
 
 
18

 
 
   
 CUSIP NO. 043436104
 13G
 
     
1.
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
NANCY D. NOBLE
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)  x
(b)  o
3.
SEC USE ONLY
 
 
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5.
SOLE VOTING POWER
 
0
 
6.
SHARED VOTING POWER
 
22,096,261
 
7.
SOLE DISPOSITIVE POWER
 
20,856
 
8.
SHARED DISPOSITIVE POWER
 
0
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
20,856
 
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
 
22,075,405*
 
    x
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.1%
 
 
12.
TYPE OF REPORTING PERSON
 
IN
 
 

* Nancy D. Noble expressly disclaims beneficial ownership of the shares of Asbury Automotive Group, Inc. beneficially owned by all other parties to the Shareholders Agreement identified in Item 8 below.
 
 
19

 
 
   
 CUSIP NO. 043436104
 13G
 
     
1.
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
STEVE M. INZINNA
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)  x
(b)  o
3.
SEC USE ONLY
 
 
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5.
SOLE VOTING POWER
 
0
 
6.
SHARED VOTING POWER
 
22,096,261
 
7.
SOLE DISPOSITIVE POWER
 
19,375
 
8.
SHARED DISPOSITIVE POWER
 
0
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
19,375
 
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
 
22,076,886*
 
    x
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.1%
 
 
12.
TYPE OF REPORTING PERSON
 
IN
 
 

* Steve M. Inzinna expressly disclaims beneficial ownership of the shares of Asbury Automotive Group, Inc. beneficially owned by all other parties to the Shareholders Agreement identified in Item 8 below.

 
 
20

 
Item 1.         (a)               Name of Issuer:
 
      ASBURY AUTOMOTIVE GROUP, INC.
 
   
(b)
Address of Issuer’s Principal Executive Offices:
 
                                                        622 THIRD AVENUE
      37TH FLOOR
      NEW YORK, NY 10017

Item 2.         (a)               Name of Persons Filing:
 
     ASBURY AUTOMOTIVE HOLDINGS L.L.C.
     RIPPLEWOOD PARTNERS L.P.
     COLLINS FAMILY PARTNERS, L.P.
     TIMOTHY C. COLLINS
     C.V. NALLEY