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*
Mancini Lou

(Last) (First) (Middle)
C/O CSK AUTO CORP.
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)
Executive Vice President
3. Date of Earliest Transaction (Month/Day/Year)
12/19/2005
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 12/19/2005 A(1) 7,150 A $14.265 0 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 $14.265 12/19/2005 A 43,223 (2) 12/19/2012 Common Stock 43,223 $0.00(3) 43,223 D
Incentive Bonus Unit $20 12/19/2005 A 100,000 (4) (4) Common Stock 100,000 $0.00(3) 100,000 D
Explanation of Responses:
1. Grant of Restricted Common Stock upon hire as new Executive Vice President - Mid-West Operations. Consists of 7,150 shares of Restricted Common Stock, which, subject to certain conditions, shall vest at the rate of 1/3 each on 12/19/2006, 12/19/2007 and 12/19/2008 respectively.
2. Grant of stock options upon hire as new Executive Vice President - Mid-West Operations. This option grant becomes vested and exercisable at the rate of one-third on 12/19/2006, one-third on 12/19/2007, and one-third on 12/19/2008.
3. $0.00 is used for technical reasons as there is no price for this derivative security until vested and/or exercised.
4. The reported incentive bonus units will become vested with respect to 25% of the total number of incentive bonus units granted on December 19 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.
Remarks:
Executed pursuant to the Limited Power of Attorney for Section 16 Reporting Obligations dated December 16, 2005.
Louis Mancini by /s/ James R. Todd Attorney In Fact 12/21/2005
** 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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