PENSKE AUTOMOTIVE GROUP, INC.
20.10%
13,322,205
1019849
70959W103
May 13, 2025
Jun 27, 2025, 04:30 PM
Reporting Persons (2)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Mitsui & Co., Ltd. | CO | 20.10% | 13,322,205 | 0 | 13,322,205 |
| Mitsui & Co. (U.S.A.), Inc. | CO | 20.10% | 13,322,205 | 0 | 13,322,205 |
Disclosure Items (5)
Common Stock (Par Value $0.0001 Per Share)
PENSKE AUTOMOTIVE GROUP, INC.
2555 Telegraph Road, Bloomfield Hills, MI, 48302
Item 2(c) of the Statement is hereby amended and supplemented as follows: Information with respect to the directors and executive officers of the Reporting Persons set forth in Annex A to the Statement is hereby amended and restated in its entirety as set forth in Annex A to this Amendment No. 13, and is incorporated herein by reference.
Item 5 of the Statement is hereby amended and supplemented as follows: The Reporting Persons beneficially own, within the meaning of Rule 13d-3 under the Exchange Act, an aggregate of 13,322,205 shares of Common Stock. The Common Stock owned by the Reporting Persons constitutes approximately 20.1% of the Common Stock issued and outstanding, computed on the basis of 66,168,443 shares of Common Stock issued and outstanding as of April 25, 2025 (as provided in the Company's most recent Form 10-Q). To the Reporting Persons' knowledge, other persons named in Item 2 do not beneficially own, within the meaning of Rule 13d-3 under the Exchange Act, any Common Stock. To the extent that the parties to the Stockholders Agreement may be deemed to constitute a "group" within the meaning of Section 13(d) of the Exchange Act, and the Reporting Persons may be deemed to share beneficial ownership of the shares of Common Stock owned by the other stockholder parties to the Stockholders Agreement, the Reporting Persons expressly disclaim beneficial ownership of any shares of Common Stock held by such other parties.
Mitsui Japan and Mitsui USA have the shared power to vote (or to direct the vote) and to dispose (or direct the disposition) of 13,322,205 shares of Common Stock.
No transactions in the Common Stock were effected during the past sixty days by the Reporting Persons.
None.
Not applicable.
Item 6 of the Statement is hereby supplemented as follows: On May 14, 2025, Mitsui USA and the Company entered into an amended and restated services agreement (the "Services Agreement") governing the terms and conditions of an arrangement whereby Mitsui USA is expected to arrange for an employee of the Reporting Persons to provide certain supporting services from time to time to the Company. A copy of the Services Agreement is filed hereto as Exhibit 31 and is incorporated herein by reference.
Exhibit 30 Annex A, dated June 27, 2025. Exhibit 31 Amended & Restated Services Agreement dated as of May 14, 2025, by and among Mitsui USA and the Company (incorporated by reference to Exhibit 10.1 to the Company's Report on Form 8-K filed with the U.S. Securities and Exchange Commission on May 14, 2025). Exhibit 32 Power of Attorney for Toshiyuki Kojima dated June 24, 2025.