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 *

ABRAMS CAPITAL MANAGEMENT, L.P.
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                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

222 BERKELEY STREET, 21ST FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

3/18/2020
(Street)

BOSTON, MA 02116
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. 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 3/18/2020  P  113270 A$43.2732 (1)2109610 I See Footnotes (3)(4)(5)
Common Stock 3/19/2020  P  8606 A$43.2331 (2)2118216 I See Footnotes (3)(4)(6)

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

Explanation of Responses:
(1) Represents the weighted average purchase price of shares purchased in a series of open market transactions on the transaction date at prices ranging from $42.96156 to $43.32947 per share. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each price.
(2) Represents the weighted average purchase price of shares purchased in a series of open market transactions on the transaction date at prices ranging from $43.136 to $43.33786 per share. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each price.
(3) Shares reported herein as beneficially owned by Abrams Capital, LLC ("Abrams Capital") represent shares held for the account of Abrams Capital Partners II, L.P. ("ACP II") and other private investment funds for which Abrams Capital serves as general partner. Shares reported herein for Abrams Capital Management, L.P. (the "LP") and Abrams Capital Management, LLC (the "LLC") represent the above-referenced shares beneficially owned by ACP II and shares beneficially owned by other private investment funds for which the LP serves as investment manager. The LLC is the general partner of the LP. Shares reported herein for Mr. Abrams represent the above referenced shares reported for Abrams Capital and the LLC. Mr. Abrams is the managing member of Abrams Capital and the LLC.
(4) Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest in such shares, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.
(5) Of the shares purchased on March 18, 2020, 91,719 shares were held for the account of ACP II and all of such shares may be deemed to have been beneficially owned by Abrams Capital, Mr. Abrams, the LP and the LLC.
(6) Of the shares purchased on March 19, 2020, 6,968 shares were held for the account of ACP II and all of such shares may be deemed to have been beneficially owned by Abrams Capital, Mr. Abrams, the LP and the LLC. As of March 20, 2019, 1,716,441 of the shares reported herein are held for the account of ACP II, Abrams Capital may be deemed to beneficially own 2,034,820 of the shares reported herein, and Mr. Abrams, the LP and the LLC may be deemed to beneficially own all of such shares.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
ABRAMS CAPITAL MANAGEMENT, L.P.
222 BERKELEY STREET, 21ST FLOOR
BOSTON, MA 02116

X

ABRAMS CAPITAL MANAGEMENT, LLC
222 BERKELEY STREET, 21ST FLOOR
BOSTON, MA 02116

X

ABRAMS CAPITAL, LLC
222 BERKELEY STREET, 21ST FLOOR
BOSTON, MA 02116

X

Abrams David C
222 BERKELEY STREET, 21ST FLOOR
BOSTON, MA 02116

X

Abrams Capital Partners II, L.P.
222 BERKELEY STREET, 21ST FLOOR
BOSTON, MA 02116

X


Signatures
/s/ Abrams Capital Management, L.P., by Abrams Capital Management, LLC, the General Partner, by David C. Abrams, Managing Member3/20/2020
**Signature of Reporting PersonDate

/s/ Abrams Capital Partners II, L.P., by Abrams Capital LLC, the General Partner, by David C. Abrams, Managing Member3/20/2020
**Signature of Reporting PersonDate

/s/ Abrams Capital Management, LLC, by David C. Abrams, Managing Member3/20/2020
**Signature of Reporting PersonDate

/s/ Abrams Capital, LLC, by David C. Abrams, Managing Member3/20/2020
**Signature of Reporting PersonDate

/s/ David C. Abrams3/20/2020
**Signature of Reporting PersonDate

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