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*
Tyson Charles E

(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)
EVP, Merch, Mktg & Supply Chn
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2016
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 03/01/2016 A 404 (1) A (1) 10,947 D
Common Stock 03/01/2016 A 5,788 (2) A (2) 16,735 D
Common Stock 03/01/2016 F 2,065 (3) D $153.35 14,670 D
Common Stock 03/02/2016 M 2,123 A $40.38 16,793 D
Common Stock 03/02/2016 M 10,979 A $40.38 27,772 D
Common Stock 03/02/2016 F 8,051 (4) D $151.94 (5) 19,721 D
Common Stock 03/02/2016 S 1,976 D $152.05 17,745 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 Rights $73.17 03/01/2016 A 4,616 (1) 03/01/2016 12/03/2019 Common Stock 4,616 $0 4,616 D
Stock Appreciation Rights $40.38 03/02/2016 M 2,123 03/01/2013 12/01/2016 Common Stock 2,123 $0 0 D
Stock Appreciation Rights $40.38 03/02/2016 M 10,979 (6) 12/01/2016 Common Stock 10,979 $0 0 D
Explanation of Responses:
1. As previously reported, on December 3, 2012 the reporting person received an equity award, a portion of which was subject to the registrant achieving certain pre-determined financial performance targets subject to certification by the registrant's Compensation Committee. On March 1, 2016 the registrant's Compensation Committee determined that these performance conditions had been achieved at a level providing for a payout of 109% of the target award. The reported amount of common stock and stock appreciation rights (SARs) are fully vested and collectively represent the final vesting under this award.
2. On March 1, 2013 and May 28, 2013, the reporting person received equity awards which were subject to achieving certain predetermined financial performance targets subject to certification by the registrant's Compensation Committee. On March 1, 2016, the registrant's Compensation Committee determined that these performance conditions had been achieved at a level providing for a payout of 100% of the target award.
3. Represents shares withheld to satisfy a tax withholding obligation upon the vesting of performance restricted stock units.
4. Represents shares withheld to satisfy exercise price and tax withholding obligations upon the exercise of Stock Appreciation Rights.
5. The price reported in Column 4 is a weighted average price. These shares were exercised in multiple transactions at prices ranging from $151.93 to $151.99. The Reporting Person has provided to the Issuer, and undertakes to provide 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.
6. These shares became exercisable in three equal annual installments beginning on December 1, 2010.
Remarks:
/s/ Rachel E. Geiersbach, as Attorney-in-Fact for Charles E. Tyson 03/03/2016
** 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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