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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Group 1 Automotive, Inc. (Name of Issuer) |
Common stock, par value $0.01 per share (Title of Class of Securities) |
(CUSIP Number) |
Gregory Alexander 45 Rockefeller Plaza, 34th Floor New York, NY, 10111 (212) 832-5280 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/03/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Conifer Management, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,362,640.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
11.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common stock, par value $0.01 per share | |
| (b) | Name of Issuer:
Group 1 Automotive, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
730 Town and Country Blvd, Suite 500, Houston,
TEXAS
, 77024. | |
Item 1 Comment:
Pursuant to Rule 13d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this Amendment No. 1 to the Schedule 13D ("Amendment No. 1") amends certain items of the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on August 20, 2026 (the "Original Schedule 13D" and, together with this Amendment No. 1, the "Schedule 13D"), relating to the Common Stock, par value $0.01 per share (the "Common Stock"), of Group 1 Automotive, Inc. (the "Issuer"). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
Item 5(c) of this Amendment No. 1 is incorporated herein by reference.
A total of approximately $58,359,967, excluding commissions, was paid to acquire the shares of Common Stock purchased since the Original Schedule 13D and reported in Item 5(c) of this Amendment No. 1. The funds used for the purchase of the shares of Common Stock reported herein by the Reporting Person were derived from the general working capital of various commingled investment vehicles managed by the Reporting Person that directly hold the shares of Common Stock reported herein. Such funds may have included margin account borrowings made in the ordinary course of business. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account, which may exist from time to time. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the shares of Common Stock reported herein. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and supplemented as follows:
As of the date hereof, the Reporting Person may be deemed to beneficially own 1,362,640 shares of Common Stock, or approximately 11.4% of the shares of Common Stock outstanding. The percentage reported herein is based on 11,922,225 shares of Common Stock outstanding as of July 24, 2026, as reported in the Form 10-Q the Issuer filed on July 30, 2026. | |
| (b) | Item 5(b) of the Schedule 13D is hereby amended and supplemented as follows:
The Reporting Person has sole power to vote or direct the voting of, and sole power to dispose or direct the disposition of, the 1,362,640 shares of Common Stock reported herein. | |
| (c) | Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows:
Except for the transactions listed in Exhibit 99.2 hereto, each of which was effected in the open market through a broker, the Reporting Person has not engaged in any transactions with respect to the Common Stock since the filing of the Original Schedule 13D. | |
| (d) | Item 5(d) of the Schedule 13D is hereby amended and supplemented as follows:
The shares of Common Stock reported herein are directly owned by various commingled investment vehicles managed by the Reporting Person, each of which has the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock that it directly owns. | |
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
Exhibit 99.2 - Schedule of Transactions in response to Item 5(c) | ||
| 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.
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Comments accompanying signature:
* Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
To the extent that "ownership of 5 percent or less of a class" was indicated in Item 5, such response only applies to the Reporting Person(s) that indicated elsewhere herein that it beneficially owns five percent (5%) or less of the class. |