SEC Form 4
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

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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1. Name and Address of Reporting Person*
Smith, B. Scott
(Last)                      (First)                      (Middle)
c/o Sonic Automotive, Inc.
5401 East Independence Blvd.
(Street)
Charlotte,    NC   28212
(City)                      (State)                      (Zip)
2. Issuer Name
and Ticker or Trading Symbol

Sonic Automotive, Inc.
sah
3. I.R.S. Identification
    Number of Reporting
    Person, if an entity
    (voluntary)
4. Statement for
    Month/Day/Year

10/10/2002

5. If Amendment,
    Date of Original
    (Month/Day/Year)
6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X Director      10% Owner
X Officer (give title below)        Other (specify below)

Description           President and Chief Operating Officer
7. Individual or Joint/Group
    Filing (Check Applicable Line)

X   Form filed by One Reporting Person
     Form filed by More than One Reporting Person

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. Owner-
    ship
    Form:
    Direct (D)
    or
    Indirect (I)

    (Instr. 4)
7. Nature of
     Indirect
     Beneficial
     Ownership

    (Instr. 4)
Code
V
Amount
A/D
Price
Class A Common Stock
10/10/2002
C(1)
20,152
D
(1)
21,348
D

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. Conver-
    sion or
    Exercise
    Price of
    Deri-
    vative
    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(DE) and
    Expiration Date(ED)
    (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. Owner-
ship
Form of
Deriv-
ative
Securities:
Direct (D)
or
Indirect (I)

(Instr.4) 		11. Nature of
      Indirect
      Beneficial
      Ownership
      (Instr.4)
Code
V
A
D
DE
ED
Title
Amount or Number of Shares
Class B Common Stock 1-for-1 10/10/2002
C(2)
20,152       
immed.
N/A
Class A Common Stock
20,152
(2)
976,402
D
Explanation of Responses:
 
(1) On October 10, 2002, Mr. Smith exchanged 20,152 shares of Sonic's Class A Common Stock beneficially owned by Mr. Smith for 20,152 shares of Sonic's Class B Common Stock beneficially owned by Egan Group, LLC (a member of the "Smith Group" as defined in Sonic's Charter). This transaction is being reported on Form 4 as a conversion exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) promulgated thereunder and related SEC guidance. On October 10, 2002, the closing price of Sonic Automotive, Inc.'s Class A Common Stock on the New York Stock Exchange was $15.09.
(2) On October 10, 2002, Mr. Smith exchanged 20,152 shares of Sonic's Class A Common Stock beneficially owned by Mr. Smith for 20,152 shares of Sonic's Class B Common Stock beneficially owned by Egan Group, LLC (a member of the "Smith Group" as defined in Sonic's Charter). This transaction is being reported on Form 4 as a conversion exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) promulgated thereunder and related SEC guidance. On October 10, 2002, the closing price of Sonic Automotive, Inc.'s Class A Common Stock on the New York Stock Exchange was $15.09.
By:
/s/ B. Scott Smith                                                                                                10/14/2002
** Signature of Reporting Person                                                                                    Date      




SEC 1474 (8-02)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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