Abrams David C Form 3 LITHIA MOTORS / David C Abrams ownership change

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^*

ABRAMS CAPITAL MANAGEMENT, L.P.

(Last)

(First)

(Middle)

222 BERKELEY STREET, 21ST FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/24/2020

3. Issuer Name and Ticker or Trading Symbol
LITHIA MOTORS INC [ LAD ]

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)
Class A Common Stock	2,226,068	I	See Footnotes⁽¹⁾⁽²⁾

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)

1. Name and Address of Reporting Person^*

ABRAMS CAPITAL MANAGEMENT, L.P.

(Last)

(First)

(Middle)

222 BERKELEY STREET, 21ST FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ABRAMS CAPITAL MANAGEMENT, LLC

(Last)

(First)

(Middle)

222 BERKELEY STREET, 21ST FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Abrams David C

(Last)

(First)

(Middle)

222 BERKELEY STREET, 21ST FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Explanation of Responses:

1. Shares reported herein as beneficially owned by Abrams Capital Management, L.P. (the "LP") represent shares held for the account of private investment funds for which the LP serves as investment manager. Abrams Capital Management, LLC (the "LLC") is the general partner of the LP, and Mr. Abrams is the managing member of the LLC, and in such capacities the LLC and Mr. Abrams may be deemed beneficial owners of the above-reference shares.

2. Each Reporting Person disclaims beneficial ownership of the reported shares except to the extent of its or his pecuniary interest therein, 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.

Remarks:

	/s/ Abrams Capital Management, L.P., by Abrams Capital Management, LLC, its General Partner, by David C. Abrams, Managing Member	05/01/2020
	/s/ Abrams Capital Management, LLC, by David C. Abrams, Managing Member	05/01/2020
	/s/ David C. Abrams	05/01/2020
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

Abrams David C Form 3LITHIA MOTORS / David C Abrams ownership change