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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Pereira Lincoln   2. Issuer Name and Ticker or Trading Symbol GROUP 1 AUTOMOTIVE INC [GPI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 800 GESSNER, SUITE 500 3. Date of Earliest Transaction (Month/Day/Year) 03/30/2015 (Street) HOUSTON, TX 77024 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 03/30/2015   J   4,592 (1) D $ 81.792 (2) 109,220 D   Common Stock 03/30/2015   J   35,667 (3) D $ 81.792 (2) 73,553 D   Common Stock 03/30/2015   J   35,667 A $ 81.792 (2) 269,226 I Abbe Investsments, Ltd.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (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)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Pereira Lincoln 800 GESSNER SUITE 500 HOUSTON, TX 77024	X

Signatures

/s/ Beth Sibley, attorney-in-fact for Lincoln Pereira		04/01/2015
**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)	Forfeiture of shares pursuant to Escrow Agreement dated February 28, 2013 entered into pursuant to a Share Purchase Agreement dated effective January 24, 2013, as amended February 27, 2013, by and between the Issuer, the Reporting Person, the other shareholders of UAB Motors Participacoes, S.A. (all as defined in the above referenced Escrow Agreement and Share Purchase Agreement), and UAB Motors Participacoes, S.A., as Intervening and Consenting Party.
(2)	Stock price calculated using the average closing price per share of Group 1 common stock for the thirty (30) trading days immediately preceding the date on which determination of the amount to be allocated against the Stock Escrow Deposit is required to be made (all as further defined in Section 11 of the Escrow Agreement dated as of February 28, 2013).
(3)	Shares released from escrow (on the second anniversary of the Closing Date) pursuant to the terms of an Escrow Agreement dated as of February 28, 2013. The remaining 73,553 shares held in escrow will serve as a guarantee for the benefit of the Issuer in respect of indemnification obligations assumed by the Reporting Person and the other shareholders of UAB Motors Participacoes S.A., as defined in the Share Purchase Agreement dated effective January 24, 2013, and as amended February 27, 2013. The remaining shares held in escrow will be released on the fourth and sixth anniversaries of the Closing Date (to the extent not retained for outstanding liability claims).

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