Roger Penske Maintains Significant Stake in Penske Automotive Group

TL;DR

**Roger Penske still controls PAG, expect his influence to continue.**

AI Summary

Roger S. Penske, through Penske Corporation, filed an Amendment No. 32 to his Schedule 13D on January 23, 2024, indicating his continued beneficial ownership of Penske Automotive Group, Inc. (PAG) Common Stock. This filing updates previous disclosures, affirming his significant control over the company. For investors, this matters because Roger Penske's substantial stake means he retains considerable influence over strategic decisions, which can impact the company's future direction and stock performance.

Why It Matters

This filing confirms that Roger S. Penske, a key figure, continues to hold a controlling interest in Penske Automotive Group, Inc., ensuring his vision and leadership remain central to the company's operations.

Risk Assessment

Risk Level: low — The filing is an amendment confirming existing ownership, not a new acquisition or disposal, indicating stability in control.

Analyst Insight

Investors should recognize that Roger Penske's continued substantial ownership means his long-term vision will likely guide Penske Automotive Group. This stability in leadership could be seen as a positive, but also means less potential for activist investor influence or a change in corporate strategy.

Key Players & Entities

• Roger S. Penske (person) — the beneficial owner and filer of the SC 13D/A
• Penske Automotive Group, Inc. (company) — the issuer of the Common Stock
• Penske Corporation (company) — the entity through which Roger S. Penske holds his beneficial ownership
• Lawrence N. Bluth, Esq. (person) — General Counsel for Penske Corporation, authorized to receive notices
• January 23, 2024 (date) — the date of the event requiring this filing

Forward-Looking Statements

• Roger S. Penske will continue to exert significant control over Penske Automotive Group's strategic direction. (Penske Automotive Group, Inc.) — high confidence, target: Ongoing

FAQ

Key Financial Figures

• $0.0001 — me of Issuer) Common Stock (Par Value $0.0001 per share) ___________________________

Filing Documents

• penske-schedule13damendmen.htm (SC 13D/A) — 122KB
• 0001628280-24-002060.txt ( ) — 124KB

Identity and Background

Item 2. Identity and Background.

of the Schedule 13D is hereby amended and supplemented as follows

Item 2 of the Schedule 13D 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 Schedule 13D is hereby amended and restated in its entirety as set forth in Annex A to this Amendment and is incorporated herein by reference.

Purpose of Transaction

Item 4. Purpose of Transaction.

of the Schedule 13D is hereby amended and supplemented by adding the following after the final paragraph thereof

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following after the final paragraph thereof On January 23, 2024, the Company entered into a voting agreement (the "Voting Agreement") with Penske Corporation pursuant to which Penske Corporation has agreed, on each matter brought to a vote at any annual or special meeting of the Company's stockholders and in connection with any action proposed to be taken by consent of the Company's stockholders in lieu of a meeting, to vote all shares of Voting Common Stock, or other voting or equity securities of the Company which could be issued (together with the Voting Common Stock, the "Voting Securities") beneficially owned by Penske Corporation, that, together with the Voting Securities held by Roger S. Penske, the Company's Chair and Chief Executive Officer, and any entity that Roger S. Penske controls, exceed 43.57% of the outstanding Voting Securities (the "Excess Voting Securities"), in the same proportion as all votes cast by stockholders other than Penske Corporation, Roger S. Penske or any entity that Roger S. Penske controls (except as otherwise required by the existing Stockholders Agreement described below). Any Voting Securities that are not Excess Voting Securities may be voted at the discretion of Penske Corporation. The Voting Agreement will terminate per its terms at the time that Penske Corporation ceases to beneficially own 30% or more of the Voting Securities then outstanding. Notwithstanding the foregoing, the Voting Agreement does not impact the provisions of the Stockholders Agreement pursuant to which, in connection with any stockholder election of directors of the Company, (i) Penske Corporation and Penske Automotive Holdings Corp. have agreed to vote their shares for two directors who are representatives of Mitsui as long as Mitsui owns in excess of 20% of the Company's outstanding common stock, and for one director as long as Mitsui owns in excess of 10% of the Company's ou

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. Based on information provided by the Company, as of January 22, 2024, there were 67,040,349 shares of Voting Common Stock outstanding. Based on this amount of shares of Voting Common Stock outstanding (a) As of January 22, 2024 Penske Corporation beneficially owned 34,427,877 shares of Voting Common Stock, representing 51.4% of the Voting Common Stock outstanding. These figures reflect the beneficial ownership of shares of Voting Common Stock by Roger S. Penske and Penske Corporation as a group. The number of shares of Voting Common Stock beneficially owned by Penske Corporation without regard to such group status is 34,181,121 shares, representing 51.0% of the outstanding Voting Common Stock. See Annex A for beneficial ownership information with respect to directors and executive officers of Penske Corporation. Roger S. Penske beneficially owned 34,427,877 shares of Voting Common Stock, representing 51.4% of the Voting Common Stock outstanding. 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, as a party to the Stockholders Agreement, each of Penske Corporation and Roger S. Penske may be deemed to share beneficial ownership of the shares of Voting Common Stock owned by Mitsui. Penske Corporation and Roger S. Penske expressly disclaim beneficial ownership of any shares of Voting Common Stock held by Mitsui. In Amendment 12 to the Schedule 13D filed on December 21, 2021 by Mitsui, Mitsui reported beneficial ownership of 13,322,205 shares of Voting Common Stock. Including the shares reported by Mitsui under its Schedule 13D, Penske Corporation and Roger S. Penske would beneficially own 47,750,082 shares, representing 71.2% of the Voting Common Stock outstanding. (b) As of January 22, 2024 Penske Corporation shared power to direct the vote of 34,181,121 shares of Voting Common Stock and shared power to direct the disposi

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits. Exhibit 30 Voting Agreement dated January 23, 2024 by and between Penske Automotive Group, Inc. and Penske Corporation (incorporated by reference to exhibit 10.1 to the Company's Form 8-K filed on January 24, 2024). CUSIP No. 70959W103 13D SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. PENSKE CORPORATION s Robert H. Kurnick, Jr. Robert H. Kurnick, Jr. Vice Chairman January 24, 2024 CUSIP No. 70959W103 13D SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. s Roger S. Penske Roger S. Penske January 24, 2024 CUSIP No. 70959W103 13D Annex A Executive Officers and Directors of Penske Corporation The name, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of Penske Corporation is set forth below. Each executive officer and each director of Penske Corporation is a citizen of the United States. Name Occupation and Business Address # of Shares of Common Stock Beneficially Owned EXECUTIVE OFFICERS Roger S. Penske Chairman of the Board and Chief Executive Officer, Penske Corporation (1) See Item 5 Robert H. Kurnick, Jr. Vice Chairman, Penske Corporation (1) 84,626 Claude H. Denker III President, Penske Corporation (1) 37,978 Walter P. Czarnecki, Sr. Executive Vice President, Penske Corporation (1) 22,594 Lawrence N. Bluth Executive Vice President, Secretary and General Counsel, Penske Corporation (1) 12,932 Randall W. Johnson Executive Vice President — Human Resources and Administration, Penske Corporation (1) 2,896 J. Patrick Conroy Executive Vice President — Chief Financial Officer Penske