SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

MSD CAPITAL L P

(Last)

(First)

(Middle)

645 FIFTH AVENUE

21ST FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/16/2009

3. Issuer Name and Ticker or Trading Symbol
ASBURY AUTOMOTIVE GROUP INC [ ABG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,639,395	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
3% Senior Sub. Convertible Notes	⁽⁵⁾	⁽⁵⁾	Common Stock	131,314	$33.85	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Total Return Equity Swap	⁽⁶⁾⁽⁷⁾	09/17/2018	Common Stock	113,300	$3.5139	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾⁽⁷⁾
Total Return Equity Swap	⁽⁶⁾⁽⁷⁾	09/17/2018	Common Stock	444,600	$3.5347	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾⁽⁷⁾
Total Return Equity Swap	⁽⁶⁾⁽⁷⁾	09/17/2018	Common Stock	165,800	$3.2879	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾⁽⁷⁾
Total Return Equity Swap	⁽⁶⁾⁽⁷⁾	09/17/2018	Common Stock	200,000	$2.9692	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾⁽⁷⁾

1. Name and Address of Reporting Person^*

MSD CAPITAL L P

(Last)

(First)

(Middle)

645 FIFTH AVENUE

21ST FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

MSD SBI LP

(Last)

(First)

(Middle)

645 FIFTH AVENUE

21ST FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. This statement is jointly filed by and on behalf of each of MSD Capital, L.P. and MSD SBI, L.P. MSD Capital is the general partner of MSD SBI and may be deemed to beneficially own securities owned by MSD SBI. MSD Capital Management LLC is the general partner of MSD Capital and may be deemed to beneficially own securities owned by MSD Capital. Michael S. Dell is the controlling member of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Capital Management.

2. Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.

3. Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer.

4. Represents securities owned by MSD SBI.

5. Represents $4,445,000 in aggregate principal amount of 3% Senior Subordinated Convertible Notes of the issuer due September 15, 2012. The notes are generally convertible at the option of the holder from June 15, 2012 to maturity into common stock of the issuer at the then-effective conversion price for the notes, which is subject to adjustment. According to the Form 10-K filed by the issuer on March 16, 2009, as of December 31, 2008, the effective conversion price for the notes was $33.85 per share.

6. Represents a cash-settled total return equity swap entered into by MSD SBI with Citibank, NA New York relating to shares of common stock of the issuer. Under the terms of each total return swap: (i) MSD SBI will be obligated to pay to Citibank any negative price performance of the shares of common stock subject to such total return swap as of the expiration date of such total return swap, plus interest; and (ii) Citibank will be obligated to pay to MSD SBI any positive price performance of the shares of common stock subject to such total return swap as of the expiration date of such total return swap. An amount equal to any dividends received by Citibank on the shares of common stock during the term of each such total return swap will be paid to MSD SBI.

7. All balances will be cash settled at the expiration date of each total return swap. MSD SBI has the right to terminate and close out each total return swap early if it so chooses. None of the total return swaps gives MSD SBI direct or indirect voting, investment or dispositive control over any securities of the issuer or requires Citibank to acquire, hold, vote or dispose of any securities of the issuer. Accordingly, MSD SBI disclaims any beneficial ownership in securities that may be referenced in any such total return swap.

	By: MSD Capital Management LLC, Its General Partner. /s/ Marc R. Lisker, Manager and General Counsel	03/18/2009
	By: MSD Capital, L.P., Its General Partner. By: MSD Capital Management LLC, Its General Partner. /s/ Marc R. Lisker, Manager and General Counsel	03/18/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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