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)
12/16/2004

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	12/16/2004		M⁽¹⁾		2,710	A	$12.04	18,839⁽²⁾	D
Common Stock	12/16/2004		S⁽¹⁾		2,710	D	$15.5	16,129⁽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)
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)	$12.04	12/16/2004		M⁽¹⁾			2,710	⁽³⁾	12/21/2004	Common Stock	2,710	$15.5	0	D
Non-Qualified Stock Option	$13.32							⁽⁴⁾	10/18/2011	Common Stock	38,834		38,834	D
Non-Qualified Stock Option	$12.04							04/30/1999	04/30/2009	Common Stock	1,202		1,202	D
Non-Qualified Stock Option	$12.04							04/30/2000	04/30/2010	Common Stock	2,225		2,225	D
Non-Qualified Stock Option	$12.04							04/30/2001	05/31/2008	Common Stock	2,005		2,005	D
Non-Qualified Stock Option	$14							⁽⁵⁾	01/21/2007	Common Stock	9,150		9,150	D
Non-Qualified Stock Option	$11							⁽⁶⁾	02/09/2009	Common Stock	12,200		12,200	D
Non-Qualified Stock Option	$9.87							⁽⁷⁾	05/05/2009	Common Stock	17,500		17,500	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. Includes 1,624 shares of common stock held in the common stock fund of the Company's 401(k) Plan.

3. This option grant 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, and the remaining 16% vested over the same period based on achieving certain operating results.

4. 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.

5. This option vests and becomes exercisable in three equal installments beginning 1/30/2001.

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

7. This option vests and becomes exercisable at a rate of 34% on 4/5/2003, 33% on 4/5/2004, and 33% on 4/5/2005.

Remarks:

	By: /s/ Don Watson	12/16/2004
	** 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).
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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