SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
WARD DALE D

(Last) (First) (Middle)
C/O CSK AUTO CORP
645 EAST MISSOURI AVE.

(Street)
PHOENIX AZ 85012

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CSK AUTO CORP [ CAO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Vice President
3. Date of Earliest Transaction (Month/Day/Year)
06/28/2008
4. If Amendment, Date of 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
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 06/28/2008 F(1) 494 D $10.69 24,513(2) 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. 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 Securities Underlying Derivative Security (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: 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
Non-Qualified Stock Option (right to buy) $10.795 (3) 10/20/2014 Common Stock 70,209 70,209 D
Non-Qualified Stock Option (right to buy) $16.615 (4) 11/30/2013 Common Stock 37,741 37,741 D
Non-Qualified Stock Option (right to buy) $16.35 (5) 06/28/2012 Common Stock 28,676 28,676 D
Non-Qualified Stock Option (right to buy) $13.32 (5) 10/18/2011 Common Stock 40,935 40,935 D
Non-Qualified Stock Option (right to buy) $9.87 (5) 05/05/2009 Common Stock 4,125 4,125 D
Incentive Bonus Unit $20 (6) (6) Incentive Bonus Unit 125,000 125,000 D
Explanation of Responses:
1. Represents shares of restricted common stock granted June 28, 2005 (the "Grant Date") withheld by the Company solely for the purpose of satisfying tax obligations arising upon the vesting of a portion of the restricted common stock awarded on the Grant Date.
2. Includes 14,485 shares of Restricted Common Stock, which is subject to vesting. Under certain circumstances as set forth in the governing agreements, all shares of restricted common stock granted to reporting person may be subject to accelerated vesting.
3. Subject to certain conditions, this option grant becomes vested and exercisable at a rate of one-third on 10/20/2008, one-third on 10/20/2009, and one-third on 10/20/2010. All unvested stock options under this grant immediately vest and become exercisable in the event of a change in control of the Company (as defined in the governing agreement).
4. Subject to certain conditions, this option grant becomes vested and exercisable at the rate of one-third on 11/30/2007, one-third on 11/30/2008, and one-third on 11/30/2009. All unvested stock options under this grant immediately vest and become exercisable in the event of a change in control of the Company (as defined in the governing agreement).
5. This option grant is fully vested.
6. The reported incentive bonus units will become vested with respect to 25% of the total number of incentive bonus units granted on May 15 of each of the calendar years 2007, 2008, 2009 and 2010, and will entitle the reporting person to receive a distribution of cash equal in value to the amount by which the average of the per share closing prices of the Company's common stock over a specified period of time exceeds the base value of $20.00 (which is subject to adjustment in the event of a change in the Company's capitalization). In the event the formula decribed above results in no payment to the reporting person on a vesting date, then the incentive bonus units vesting on such date will be forfeited without consideration. On May 15, 2007 and on May 15, 2008, the formula described above resulted in no payment to the reporting person. Accordingly, the reporting person forfeited 25% of his total incentive bonus units on each of May 15, 2007 and May 15, 2008.
Remarks:
Executed pursuant to the Limited Power of Attorney for Section 16 Reporting Obligations dated October 17, 2005, and on file with the SEC.
Dale D. Ward By: /s/ James R. Todd Attorney In Fact 07/01/2008
** Signature of Reporting Person Date
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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