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Ferrari had a big problem with its 400 series when it debuted in 1959. Sure, the car packed a racing V-12 and all the gravitas a Ferrari badge can bring, but its brutal style made the front-engine 2+2 GT car a tough sell in one of Ferrari’s fastest-growing markets: the United States.

An emergency refresh was undertaken. Gone was the 400’s square grille and quad headlamp setup, replaced by Ferrari’s delicious oval slatted grille and single round headlamps under glass at each corner. Suddenly, the 400 Superamerica SWB Coupé Aerodinamico was as gorgeous as its two-seat siblings.

This very car, one of 36 built, is owned by famed driving instructor Skip Barber and is set for auction this weekend on May 25th by  RM Auctions in Lake Cuomo, Italy. The pre-sale estimate is between $2.4 and $3 million, but the bidding could well reach $5 million before the dust settles.

Beneath the Superamerica Aerodinamico’s sumptuous bodywork lies the vanguard of Ferrari tech at the time, much like the Ferrari 456GT and current  FF Part of the “America” series of cars that included the 330 GT and 365 GTC,  the plan in Modena was to leverage the flexibility offered by their small-scale Pininfarina bodywork team to create unique shells that would sell cars in crucial markets, like New York and Los Angeles, as well as Firenzi and Roma.

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