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

1. Name and Address of Reporting Person *

Milstein Jed
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                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
SVP & CHRO
(Last)          (First)          (Middle)

2905 PREMIERE PARKWAY, SUITE 300
3. Date of Earliest Transaction (MM/DD/YYYY)

2/7/2020
(Street)

DULUTH, GA 30097
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

_X _ Form filed by One Reporting Person
___ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Common Stock 2/7/2020  F  408 (1)D$93.67 14252 D  
Common Stock 2/7/2020  M  1285 (2)A$0 15537 D  
Common Stock 2/7/2020  F  387 (3)D$93.67 15150 D  
Common Stock 2/7/2020  F  233 (4)D$93.67 14917 D  
Common Stock 2/8/2020  F  123 (5)D$93.67 14794 D  
Common Stock 2/8/2020  M  777 (6)A$0 15571 D  
Common Stock 2/8/2020  F  234 (7)D$93.67 15337 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Share Units  (2)2/7/2020  M     1285   (2) (2)Common Stock 1285.0 $0 1285 D  
Performance Share Units  (6)2/8/2020  M     777   (6) (6)Common Stock 777.0 $0 0 D  

Explanation of Responses:
(1) Represents the number of shares of the Issuer's common stock withheld for payment of taxes upon the vesting of restricted stock awards granted on February 7, 2018.
(2) Represents vesting of performance share units upon the Issuer having met certain performance objectives, which objectives were certified as having been met on March 4, 2019. Each performance share unit converts into one share of the Issuer's common stock upon vesting. One-third of the performance share units granted on February 7, 2018 vested upon certification of the objectives having been met, which occurred on March 4, 2019, an additional one-third vested on February 7, 2020 and the remaining one-third vests on February 7, 2021.
(3) Represents the number of shares of the Issuer's common stock withheld for payment of taxes upon the vesting of performance share units, and the conversion of such units into shares of the Issuer's common stock, granted on February 7, 2018.
(4) Represents the number of shares of the Issuer's common stock withheld for payment of taxes upon the vesting of a restricted stock award granted on February 7, 2019.
(5) Represents the number of shares of the Issuer's common stock withheld for payment of taxes upon the vesting of a restricted stock award granted on February 8, 2017.
(6) Represents vesting of performance share units upon the Issuer having met certain performance objectives, which objectives were certified as having been met on March 12, 2018. Each performance share unit converts into one share of the Issuer's common stock upon vesting. One-third of the performance share units granted on February 8, 2017 vested upon certification of the objectives having been met, which occurred on March 12, 2018, an additional one-third vested on February 8, 2019 and the remaining one-third vested on February 8, 2020.
(7) Represents the number of shares of the Issuer's common stock withheld for payment of taxes upon the vesting of performance share units, and the conversion of such units into shares of the Issuer's common stock, granted on February 8, 2017.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Milstein Jed
2905 PREMIERE PARKWAY
SUITE 300
DULUTH, GA 30097


SVP & CHRO

Signatures
/s/George A. Villasana, Attorney In-Fact2/11/2020
**Signature of Reporting PersonDate

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