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^*

FRASER MARTIN G

(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)
	President - COO

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2004

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	12/14/2004		M⁽¹⁾		557	A	$12.04	26,525	D
Common Stock	12/14/2004		S⁽¹⁾		557	D	$15.4	25,968	D
Common Stock	12/15/2004		M⁽¹⁾		19,200	A	$12.04	45,168	D
Common Stock	12/15/2004		S⁽¹⁾		19,200	D	$15.4	25,968	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 Options	$12.04	12/14/2004		M			557	⁽²⁾	12/22/2004	Common Stock	557	$15.4	19,200	D
Non-Qualified Stock Options	$12.04	12/15/2004		M			19,200	⁽²⁾	12/22/2004	Common Stock	19,200	$15.4	0	D
Non-Qualified Stock Options	$11							⁽³⁾	02/08/2009	Common Stock	12,200		12,200	D
Non-Qualified Stock Options	$12.04							⁽⁴⁾	05/31/2008	Common Stock	2,682		2,682	D
Non-Qualified Stock Options	$12.04							⁽⁴⁾	04/30/2010	Common Stock	3,383		3,383	D
Non-Qualified Stock Options	$14							⁽⁵⁾	01/21/2007	Common Stock	9,150		9,150	D
Non-Qualified Stock Options	$12.04							⁽⁴⁾	04/30/2009	Common Stock	1,202		1,202	D
Non-Qualified Stock Options	$13.32							⁽⁶⁾	10/18/2011	Common Stock	84,848		84,848	D
Non-Qualified Stock Options	$9.87							⁽⁷⁾	05/05/2009	Common Stock	25,000		25,000	D

Explanation of Responses:

1. Represents an exercise and sale of non-qualified stock options that were due to expire in the very near future.

2. This option grant first became effective on December 22, 1997. This option became exercisable upon vesting, of which 84% of the option vested in three equal installments on the second, third and fourth anniversaries of the date of the grant, assuming continued employment during this period. The remaining 16% of this option grant vests over the same period based on achieving certain operating results.

3. This option grant becomes vested and exercisable at a rate of 34% on 12/31/1999, 33% on 12/31/2000, and 33% on 12/31/2001.

4. This option grant becomes 100% vested and exercisable as of the date of the option grant.

5. This option grant becomes vested and exercisable in three annual equal installments beginning January 30, 2001.

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 becomes vested and exercisable at a rate of 34% on 04/05/2003, 33% on 04/05/2004, and 33% on 04/05/2005.

Remarks:

	by: /s/ Martin G. Fraser	12/15/2004
	** 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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