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*
Mondry Lawrence N

(Last) (First) (Middle)
645 E. MISSOURI AVENUE

(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)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
06/13/2008
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 06/13/2008 F(1) 7,802 D $11.46 157,097(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 options $10.795 (3) 10/20/2014 Common Stock 144,847 144,847 D
Non-qualified stock options $18.655 (4) 06/13/2014 Common Stock 300,000 300,000 D
Explanation of Responses:
1. Represents Restricted Stock Units granted June 13, 2007 (the "Grant Date") that were withheld by the Company solely for the purpose of satisfying tax obligations arising upon the vesting of a portion of the Restricted Stock Units awarded on the Grant Date.
2. Includes 50,000 Restricted Stock Units and 89,899 shares of Restricted Common Stock, all of which are subject to vesting. Under certain circumstances as set forth in the governing agreements, all Restricted Stock Units and shares of Restricted Common Stock granted to Mr. Mondry 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. In the event Mr. Mondry's employment is involuntarily terminated by the Company (other than termination as a result of death or disability or for Cause as described in the 2004 Stock and Incentive Plan) within one year following a change in control pursuant to a definitive agreement resulting in the change in control of the Company entered into before May 31, 2008, only 50,000 of these stock options shall automatically vest. The vesting schedule on the remaining options is as follows: 31,616 options will vest on each of 10/20/2009 and 10/20/2010, and 31,615 options will vest on 10/20/2011, in all cases, subject to Mr. Mondry being employed on such dates by the combined company.
4. Grant of 300,000 stock options upon hire as President and Chief Executive Officer of the Company. Subject to certain conditions, this option grant becomes vested and exercisable at the rate of one-third on 6/13/2008, one-third on 6/13/2009 and one-third on 6/13/2010. 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). These stock options were granted as an employment inducement grant pursuant to Mr. Mondry's employment agreement.
Remarks:
Executed pursuant to the Limited Power of Attorney for Section 16 Reporting Obligations dated June 13, 2007.
Lawrence N. Mondry by: /s/ James R. Todd Attorney In Fact 06/17/2008
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.