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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL
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| Estimated average burden hours per response... | 0.5 |
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(Print or Type Responses)
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1. Name and Address of Reporting Person *
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| Byrd Heath |
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2. Issuer Name and Ticker or Trading Symbol
SONIC AUTOMOTIVE INC [SAH]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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__X__ Officer (give title below)
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_____ Other (specify below)
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EVP and CFO
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C/O SONIC AUTOMOTIVE, INC., 4401 COLWICK ROAD |
3. Date of Earliest Transaction (Month/Day/Year)
04/12/2021 |
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CHARLOTTE, NC 28211 |
4. If Amendment, Date Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
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7. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class A Common Stock | 04/12/2021 |
| M (1) |
| 12,729 | A |
$16.76 | 118,490 | D |
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| Class A Common Stock | 04/12/2021 |
| S (1) |
| 12,729 | D |
$49.83 (2) | 105,761 | D |
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| Class A Common Stock | 04/13/2021 |
| M (1) |
| 9,281 | A |
$16.76 | 115,042 | D |
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| Class A Common Stock | 04/13/2021 |
| S (1) |
| 9,281 | D |
$49.17 (3) | 105,761 | D |
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| Class A Common Stock | 04/14/2021 |
| M (1) |
| 45,483 | A |
$16.76 | 151,244 | D |
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| Class A Common Stock | 04/14/2021 |
| S (1) |
| 45,483 | D |
$49.8 (4) | 105,761 | D |
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| Class A Common Stock |
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| 23,651 | I | by Bucknell Avenue, LLC |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year)
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7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
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11. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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| Options to purchase |
$16.76 | 04/12/2021 |
| M (1) |
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| 12,729 | 04/10/2020 (5) | 04/10/2030 | Class A Common Stock | 12,729 |
$
0
| 189,750 | D |
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| Options to purchase |
$16.76 | 04/13/2021 |
| M (1) |
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| 9,281 | 04/10/2020 (5) | 04/10/2030 | Class A Common Stock | 9,281 |
$
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| 180,469 | D |
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| Options to purchase |
$16.76 | 04/14/2021 |
| M (1) |
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| 45,483 | 04/10/2020 (5) | 04/10/2030 | Class A Common Stock | 45,483 |
$
0
| 134,986 | D |
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Reporting Owners
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Byrd Heath
C/O SONIC AUTOMOTIVE, INC.
4401 COLWICK ROAD
CHARLOTTE, NC 28211 |
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EVP and CFO |
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Signatures
| /s/ Heath R. Byrd | |
04/14/2021 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Employee stock options exercised and underlying shares sold pursuant to pre-established 10b5-1 Trading Plan. |
| (2) | This transaction was executed in multiple trades at prices ranging from $49.35 per share to $50.07 per share. The price reported reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
| (3) | This transaction was executed in multiple trades at prices ranging from $49.00 per share to $49.40 per share. The price reported reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
| (4) | This transaction was executed in multiple trades at prices ranging from $49.00 per share to $50.24 per share. The price reported reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
| (5) | The date indicated is the grant date, and the options vest in three equal installments on the anniversary of the grant date, subject to continued employment requirements and compliance with certain restrictive covenants. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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