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*
Hauch Carl S

(Last) (First) (Middle)
ADVANCE AUTO PARTS, INC
5008 AIRPORT RD

(Street)
ROANOKE VA 24012

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ADVANCE AUTO PARTS INC [ AAP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, National Op & Cust Exp
3. Date of Earliest Transaction (Month/Day/Year)
05/22/2012
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 05/22/2012 M 5,524 (1) A $43.72 12,710 D
Common Stock 05/22/2012 F 4,148 (2) D $69.15 8,562 D
Common Stock 05/22/2012 M 7,383 (1) A $25.81 15,945 D
Common Stock 05/22/2012 F 4,246 (2) D $69.15 11,699 D
Common Stock 05/22/2012 M 5,250 (1) A $25.81 16,949 D
Common Stock 05/22/2012 F 3,020 (2) D $69.15 13,929 D
Common Stock 05/22/2012 S 7,571 D $69.04 (3) 6,358 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
Stock Appreciation Right $43.72 05/22/2012 M 5,524 (1) (4) 08/11/2015 Common Stock 5,524 $0 0 D
Stock Appreciation Right $25.81 05/22/2012 M 7,383 (1) (5) 11/17/2015 Common Stock 7,383 $0 0 D
Stock Appreciation Right $25.81 05/22/2012 M 5,250 (1) 03/01/2012 11/17/2015 Common Stock 5,250 $0 4,590 D
Explanation of Responses:
1. Represents the exercise by Mr. Hauch of his stock appreciation rights scheduled to expire on August 11, 2015 and November 17, 2015, consistent with Mr. Hauch's regular practice. Following this transaction, Mr. Hauch retains a substantial ownership commitment in beneficially owned stock and vested employee SARs, and he continues to satisfy the Company's stock ownership guidelines for executive officers.
2. Represents shares withheld to satisfy exercise price and tax withholding obligation upon the exercise of stock appreciation rights (SARs).
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.86 to $69.18. The Reporting Person has provided to the Issuer, and undertakes to provide to any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
4. These shares became exercisable in three equal annual installments beginning on August 11, 2009.
5. These shares became exercisable in three equal annual installments beginning on November 17, 2009.
Remarks:
/s/ Rachel E. Geiersbach, as Attorney-in-Fact for Carl S. Hauch 05/23/2012
** 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).
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