| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CSK AUTO CORP [ CAO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/11/2008 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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, par value $0.01 per share | 07/11/2008 | U | 8,521 | D | $0.00 | 0(1) | I | Trust(2) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Option (right to buy) | $9.82 | 07/11/2008 | U | 10,000 | (3) | 11/08/2014 | Common Stock | 10,000 | $0.00(4) | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $16.615 | 07/11/2008 | U | 10,000 | (5) | 11/30/2013 | Common Stock | 10,000 | $0.00(4) | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $14.4 | 07/11/2008 | U | 10,000 | (5) | 10/18/2012 | Common Stock | 10,000 | $0.00(4) | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $13.32 | 07/11/2008 | U | 10,000 | (5) | 10/18/2011 | Common Stock | 10,000 | $0.00(4) | 0 | D | ||||
| Explanation of Responses: |
| 1. Shares of CSK common stock exchanged for O'Reilly Automotive, Inc. ("O'Reilly") common stock pursuant to an Agreement and Plan of Merger dated April 1, 2008 ("Merger Agreement") between the Company, O'Reilly and OC Acquisition Company, an indirect wholly-owned subsidiary of O'Reilly (0.4285 shares of O'Reilly common stock and $1.00 in cash for each share of CSK common stock), resulting in a market value of $10.7569 per share of the Company's common stock on the effective date of the merger. |
| 2. Held in two trusts; Godlas Trust and Godlas Qualified Income Trust. |
| 3. Upon the change in control of the Company, all unvested stock options held by the reporting person automatically vested, including the stock options from this grant. |
| 4. Pursuant to the Merger Agreement, each outstanding option to purchase CSK common stock was converted to an option to purchase O'Reilly common stock on substantially the same terms, except that the number of options was adjusted as prescribed by the formula set forth in the Merger Agreement, by multiplying the number of CSK options by 0.4724 and the exercise price was adjusted by dividing the CSK exercise price by 0.4724. |
| 5. This option grant is fully vested. |
| Remarks: |
| Executed pursuant to the Limited Power of Attorney for Section 16 Reporting Obligations dated October 15, 2005, a copy of which is on file with the SEC. |
| Morton Godlas by /s/ James R. Todd Attorney In Fact | 07/14/2008 | |
| ** 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. | ||