SEC FORM 4

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^*

WATSON DON W

(Last)

(First)

(Middle)

C/O CSK AUTO CORP

645 EAST MISSOURI AVE.

(Street)

PHOENIX

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)
	Senior Vice President - CFO

3. Date of Earliest Transaction (Month/Day/Year)
06/28/2006

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/28/2006		F⁽¹⁾		483	D	$12.1	19,724⁽²⁾⁽³⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$16.35							⁽⁴⁾	06/28/2012	Common Stock	28,022		28,022	D
Incentive Bonus Unit	$20							⁽⁵⁾	⁽⁵⁾	Common Stock	250,000		250,000	D
Non-Qualified Stock Option	$13.32							⁽⁶⁾	10/18/2011	Common Stock	38,834		38,834	D
Non-Qualified Stock Option	$9.87							⁽⁷⁾	05/05/2009	Common Stock	17,500		17,500	D
Non-Qualified Stock Option	$14							⁽⁷⁾	01/21/2007	Common Stock	9,150		9,150	D
Non-Qualified Stock Option	$11							⁽⁷⁾	02/09/2009	Common Stock	12,200		12,200	D

Explanation of Responses:

1. Represents shares of restricted stock granted June 28, 2005 (the "Grant Date") surrendered to the Company solely for the purpose of satisfying tax obligations arising upon the vesting of a portion of the restricted shares awarded on the Grant Date.

2. Includes 1,624 shares of common stock held in the common stock fund of the Company's 401(k) Plan.

3. Includes 6,665 shares of Restricted Common Stock, which is subject to vesting.

4. On January 29, 2006, the Company accelerated the vesting of all stock options with an exercise price greater than $15.90 per share (i.e., all "underwater" options as of the close of market on January 27, 2006, the previous business day), which includes this option grant with an exercise price of $16.35. Sales of such shares by officers and employees may not occur until the original vesting dates, and sales of any such shares by officers and employees who terminate their employment with the Company (subject to certain exceptions in the case of retirement, death, disability and change of control) are disallowed for 3 years following the later of the date of their termination of employment and their exercise of the options. Accordingly, the option holder may only sell up to 1/3 of the original grant on or after 6/28/06, up to 2/3 of the original grant on or after 6/28/07 and up to the full amount of the original grant on or after 6/28/08.

5. 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.

6. This option grant becomes vested and exercisable at the rate of one-third on 10/18/2005, one-third on 10/18/2006, and one-third on 10/18/2007.

7. This option grant is fully vested.

Remarks:

Executed pursuant to the Limited Power of Attorney for Section 16 Reporting Obligations dated October 20, 2005, and on file with the SEC.

	Don Watson By: /s/ James R. Todd Attorney In Fact	06/30/2006
	** 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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