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^*

Carey Thomas J.

(Last)

(First)

(Middle)

3111 WEST ALLEGHENY AVENUE

(Street)

PHILADELPHIA

19132

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PEP BOYS MANNY MOE & JACK [ PBY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP - Chief Customer Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2016

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)
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	02/04/2016		U⁽¹⁾		26,886	D	$18.5	0	D
Common Stock	02/04/2016		U⁽¹⁾		2,622⁽²⁾	D	$18.5	0	D
Common Stock	02/04/2016		U⁽¹⁾		2,108⁽³⁾	D	$18.5	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)
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)
Option (right to buy)	$11.86	02/04/2016		D⁽¹⁾			10,979	02/04/2016	03/13/2020	Common Stock	10,979	⁽⁴⁾	0	D
Option (right to buy)	$10.38	02/04/2016		D⁽¹⁾			28,776	02/04/2016	04/18/2021	Common Stock	28,776	⁽⁴⁾	0	D
Option (right to buy)	$9.25	02/04/2016		D⁽¹⁾			36,875	02/04/2016	04/28/2022	Common Stock	36,875	⁽⁴⁾	0	D
TSR Performance-Based Award	⁽⁴⁾	02/04/2016		D⁽¹⁾			2,414	02/04/2016	⁽⁴⁾	Common Stock	4,225	⁽⁴⁾	0	D
ROIC Performance-Based Award	⁽⁴⁾	02/04/2016		D⁽¹⁾			4,827	02/04/2016	⁽⁴⁾	Common Stock	7,241	⁽⁴⁾	0	D
TSR Performance-Based Award	⁽⁴⁾	02/04/2016		D⁽¹⁾			3,712	02/04/2016	⁽⁴⁾	Common Stock	6,496	⁽⁴⁾	0	D
ROIC Performance-Based Award	⁽⁴⁾	02/04/2016		D⁽¹⁾			7,423	02/04/2016	⁽⁴⁾	Common Stock	11,135	⁽⁴⁾	0	D
TSR Performance Based Award	⁽⁴⁾	02/04/2016		D⁽¹⁾			4,172	02/04/2016	⁽⁴⁾	Common Stock	7,301	⁽⁴⁾	0	D
ROIC Performance-Based Award	⁽⁴⁾	02/04/2016		D⁽¹⁾			8,344	02/04/2016	⁽⁴⁾	Common Stock	12,516	⁽⁴⁾	0	D

Explanation of Responses:

1. On February 3, 2016, Icahn Enterprises Holdings L.P. acquired the issuer pursuant to that certain agreement and plan of merger, dated December 30, 2015, by and among Icahn Enterprises Holdings L.P., IEP Parts Acquisition LLC and the issuer. At the effective time of the merger, each outstanding share of the issuer's common stock was converted into the right to receive $18.50 in cash (the "per share merger consideration"). In addition, at the effective time of the merger, each outstanding restricted stock unit, performance stock unit and notional investment convertible into the issuer's common stock, whether or not vested, was converted into the right to receive the per share merger consideration. Finally, each outstanding option to acquire the issuer's common stock, whether or not vested, was converted into the right to receive the per share merger consideration less the exercise price of such option.

2. Represents shares held in the Reporting Person's Account under The Pep Boys Deferred Compensation Plan.

3. Represents the number of shares held in the Reporting Person's account under The Pep Boys Employee Stock Purchase Plan.

4. Not applicable.

Remarks:

	Thomas J. Carey	02/04/2016
	** 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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