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^*

SHUTZER WILLIAM A

(Last)

(First)

(Middle)

C/O CSK AUTO CORP LEGAL DEPARTMENT

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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/11/2008

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	07/11/2008		U		11,671	D	$0.00⁽¹⁾	0	D
Common Stock	07/11/2008		U		2,000	D	$0.00⁽¹⁾	0	I	Trust⁽²⁾
Common Stock	07/11/2008		U		300	D	$0.00⁽¹⁾	0	I	Held By Son In Trust⁽³⁾

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)	$9.82	07/11/2008		U			10,000	⁽⁴⁾	11/08/2014	Common Stock	10,000	$0.00⁽⁵⁾	0	D
Non-Qualified Stock Option (right to buy)	$16.615	07/11/2008		U			10,000	⁽⁶⁾	11/30/2013	Common Stock	10,000	$0.00⁽⁵⁾	0	D
Non-Qualified Stock Option (right to buy)	$14.4	07/11/2008		U			10,000	⁽⁶⁾	10/18/2012	Common Stock	10,000	$0.00⁽⁵⁾	0	D
Non-Qualified Stock Option (right to buy)	$13.32	07/11/2008		U			10,000	⁽⁶⁾	10/18/2011	Common Stock	10,000	$0.00⁽⁵⁾	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. Shares held under the William A. Shutzer and Fay L. Shutzer FBO William A. Shutzer Defined Benefit Plan U/A/D 07/24/03.

3. Shares held by adult son in trust. Reporting individual does not have voting power over these shares.

4. 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.

5. 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.

6. This option grant is fully vested.

Remarks:

Executed pursuant to the Limited Power of Attorney for Section 16 Reporting Obligations dated October 17, 2005.

	William A. Shutzer 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).
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