Ownership Submission
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)
05/11/2017
(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 05/11/2017   D   25,484 (1) D $ 71.369 (3) 41,941 D  
Common Stock 05/11/2017   A   19,083 (2) A $ 71.369 (3) 253,309 I Abbe Investsments, Ltd.
Common Stock 08/29/2018   S   10,000 D $ 78.7115 (4) 218,309 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   08/31/2018
**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) Includes 19,083 shares released 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; and 6,401 shares forfeited from escrow to the Issuer (on the fourth anniversary of the Closing Date) pursuant to the terms of the above referenced Escrow Agreement. The remaining 41,941 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 above referenced Share Purchase Agreement. The remaining shares held in escrow will be released on the sixth anniversary of the Closing Date (to the extent not retained for outstanding liability claims).
(2) Shares acquired 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.
(3) Stock price calculated using the average closing price per share of Issuer 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).
(4) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.4523 to $79.1129, inclusive. The reporting person undertakes to provide to Group 1 Automotive, Inc., any security holder of Group 1 Automotive, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 4 to this Form 4.

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