0000921895-16-004686.txt : 20160525
0000921895-16-004686.hdr.sgml : 20160525
20160525213609
ACCESSION NUMBER: 0000921895-16-004686
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160523
FILED AS OF DATE: 20160525
DATE AS OF CHANGE: 20160525
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: ADVANCE AUTO PARTS INC
CENTRAL INDEX KEY: 0001158449
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO & HOME SUPPLY STORES [5531]
IRS NUMBER: 542049910
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0102
BUSINESS ADDRESS:
STREET 1: 5008 AIRPORT RD
CITY: ROANOKE
STATE: VA
ZIP: 24012
BUSINESS PHONE: 5403624911
MAIL ADDRESS:
STREET 1: 5008 AIRPORT RD
CITY: ROANOKE
STATE: VA
ZIP: 24012
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Smith Jeffrey C
CENTRAL INDEX KEY: 0001362697
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-16797
FILM NUMBER: 161676102
MAIL ADDRESS:
STREET 1: 777 THIRD AVENUE, 18TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
4
1
form406297165_05252016.xml
OWNERSHIP DOCUMENT
X0306
4
2016-05-23
0
0001158449
ADVANCE AUTO PARTS INC
AAP
0001362697
Smith Jeffrey C
777 THIRD AVENUE, 18TH FLOOR
NEW YORK
NY
10017
1
0
0
0
Common Stock, $0.0001 Par Value
2016-05-23
4
A
0
857
A
1271
D
Common Stock, $0.0001 Par Value
2016-05-25
4
P
0
65910
152.73
A
533785
I
By Starboard Value and Opportunity Master Fund Ltd
Common Stock, $0.0001 Par Value
2016-05-25
4
P
0
84090
152.73
A
524195
I
By Starboard Leaders India LLC
Common Stock, $0.0001 Par Value
115900
I
By Starboard Value and Opportunity S LLC
Common Stock, $0.0001 Par Value
63549
I
By Starboard Value and Opportunity C LP
Common Stock, $0.0001 Par Value
281794
I
By Starboard T Fund LP
Common Stock, $0.0001 Par Value
186206
I
By Starboard Leaders Select I LP
Common Stock, $0.0001 Par Value
151947
I
By Managed Account of Starboard Value LP
Cash-Settled Total Return Swap
186.0826
2016-05-25
4
S
1
20920
D
2016-09-16
Common Stock, $0.0001 Par Value
0
0
I
By Starboard Value and Opportunity Master Fund Ltd
Cash-Settled Total Return Swap
185.109
2016-05-25
4
S
1
7260
D
2016-09-22
Common Stock, $0.0001 Par Value
0
0
I
By Starboard Value and Opportunity Master Fund Ltd
Cash-Settled Total Return Swap
185.6166
2016-05-25
4
S
1
9930
D
2016-09-22
Common Stock, $0.0001 Par Value
0
0
I
By Starboard Value and Opportunity Master Fund Ltd
Cash-Settled Total Return Swap
180.2404
2016-05-25
4
S
1
27800
D
2016-09-26
Common Stock, $0.0001 Par Value
17200
1
I
By Starboard Value and Opportunity Master Fund Ltd
Cash-Settled Total Return Swap
187.7751
2016-05-25
4
S
1
50000
D
2016-09-22
Common Stock, $0.0001 Par Value
0
0
I
By Starboard Leaders India LLC
Cash-Settled Total Return Swap
186.9712
2016-05-25
4
S
1
25000
D
2016-09-23
Common Stock, $0.0001 Par Value
0
0
I
By Starboard Leaders India LLC
Cash-Settled Total Return Swap
186.0826
2016-05-25
4
S
1
9090
D
2016-09-16
Common Stock, $0.0001 Par Value
204990
1
I
By Starboard Leaders India LLC
Cash-Settled Total Return Swap
173.7322
2016-09-15
Common Stock, $0.0001 Par Value
122040
1
I
By Starboard Value and Opportunity Master Fund Ltd
Cash-Settled Total Return Swap
172.3898
2016-09-15
Common Stock, $0.0001 Par Value
57960
1
I
By Starboard Value and Opportunity Master Fund Ltd
Cash-Settled Total Return Swap
170.4512
2016-09-15
Common Stock, $0.0001 Par Value
18000
1
I
By Starboard Value and Opportunity Master Fund Ltd
Cash-Settled Total Return Swap
170.7716
2016-09-15
Common Stock, $0.0001 Par Value
50324
1
I
By Starboard Value and Opportunity Master Fund Ltd
Cash-Settled Total Return Swap
174.5785
2016-09-29
Common Stock, $0.0001 Par Value
36000
1
I
By Starboard Value and Opportunity Master Fund Ltd
Cash-Settled Total Return Swap
170.979
2016-09-29
Common Stock, $0.0001 Par Value
18000
1
I
By Starboard Value and Opportunity Master Fund Ltd
Cash-Settled Total Return Swap
172.8276
2016-10-06
Common Stock, $0.0001 Par Value
32000
1
I
By Starboard Value and Opportunity Master Fund Ltd
Cash-Settled Total Return Swap
171.8116
2016-10-07
Common Stock, $0.0001 Par Value
18300
1
I
By Starboard Value and Opportunity Master Fund Ltd
Cash-Settled Total Return Swap
171.94
2016-11-02
Common Stock, $0.0001 Par Value
15171
1
I
By Starboard Value and Opportunity Master Fund Ltd
Cash-Settled Total Return Swap
171.105
2016-11-03
Common Stock, $0.0001 Par Value
9423
1
I
By Starboard Value and Opportunity Master Fund Ltd
Cash-Settled Total Return Swap
185.6166
2016-09-22
Common Stock, $0.0001 Par Value
140070
1
I
By Starboard Leaders India LLC
Cash-Settled Total Return Swap
185.109
2016-09-22
Common Stock, $0.0001 Par Value
67740
1
I
By Starboard Leaders India LLC
Cash-Settled Total Return Swap
175.34
2016-10-13
Common Stock, $0.0001 Par Value
25000
1
I
By Starboard Leaders India LLC
Cash-Settled Total Return Swap
171.94
2016-11-02
Common Stock, $0.0001 Par Value
24829
1
I
By Starboard Leaders India LLC
Cash-Settled Total Return Swap
171.105
2016-11-03
Common Stock, $0.0001 Par Value
40577
1
I
By Starboard Leaders India LLC
Securities owned directly by Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP LLC ("Starboard Value GP"), the general partner of the investment manager of Starboard V&O Fund, and as a member and member of the Management Committee of Starboard Principal Co GP LLC ("Principal GP"), the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard V&O Fund for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"). The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
Securities owned directly by Starboard Value and Opportunity S LLC ("Starboard S LLC"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the manager of Starboard S LLC, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard S LLC for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
Securities owned directly by Starboard Value and Opportunity C LP ("Starboard C LP"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard C LP, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard C LP for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
Securities owned directly by Starboard T Fund LP ("Starboard T LP"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard T LP, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard T LP for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
Securities owned directly by Starboard Leaders Select I LP ("Starboard Leaders Select I"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard Leaders Select I, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard Leaders Select I for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
Securities owned directly by Starboard Leaders India LLC ("Starboard India LLC"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard India LLC, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities owned directly by Starboard India LLC for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
Securities held in an account managed by Starboard Value LP (the "Managed Account"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of Starboard Value LP, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities held in the Managed Account for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
Represents the reference price associated with the applicable Swap Agreement.
Each of Starboard V&O Fund and Starboard India LLC has entered into certain cash-settled total return swap agreements (the "Swap Agreements") with an unaffiliated third party financial institution, which provide each of Starboard V&O Fund and Starboard India LLC with economic exposure to an aggregate of 394,418 notional shares and 503,206 notional shares, respectively. The Swap Agreements provide each of Starboard V&O Fund and Starboard India LLC with economic results that are comparable to the economic results of ownership but do not provide each of Starboard V&O Fund and Starboard India LLC with the power to vote or direct the voting or dispose of or direct the disposition of the shares of common stock that are the subject of the Swap Agreements (the "Subject Shares"). The Reporting Person expressly disclaims beneficial ownership of the Subject Shares except to the extent of his pecuniary interest therein.
These deferred stock units, which will be converted to shares of the Issuer's common stock at the time of distribution, were awarded under the Advance Auto Parts, Inc. Deferred Stock Unit Plan for Non-Employee Directors and Selected Executives. These shares will vest on May 1, 2017 and will be distributed on a pro-rata basis if board service ends prior to the vesting date. Otherwise, these shares will be distributed to the Reporting Person at the end of the director's board service.
/s/ Jeffrey C. Smith
2016-05-25