X0306 4 2016-02-04 1 0000077449 PEP BOYS MANNY MOE & JACK PBY 0001254583 MITAROTONDA JAMES A C/O THE PEP BOYS - MANNY, MOE & JACK 3111 WEST ALLEGHENY AVENUE PHILADELPHIA PA 19132 1 0 0 0 Common Stock 2016-02-04 4 U 0 44539 18.50 D 0 D Common Stock 2016-02-04 4 U 0 320705 18.50 D 0 I By Barington Company Equity Partners L.P. Option (right to buy) 9.28 2016-02-04 4 D 0 23576 D 2016-02-04 2016-06-24 Common Stock 23576 0 D On February 3, 2016, Icahn Enterprises Holdings L.P. acquired the issuer pursuant to that certain agreement and plan of merger, dated December 30, 2015, by and among Icahn Enterprises Holdings L.P., IEP Parts Acquisition LLC and the issuer. At the effective time of the merger, each outstanding share of the issuer's common stock was converted into the right to receive $18.50 in cash (the "per share merger consideration"). In addition, at the effective time of the merger, each outstanding restricted stock unit, performance stock unit and notional investment convertible into the issuer's common stock, whether or not vested, was converted into the right to receive the per share merger consideration. Finally, each outstanding option to acquire the issuer's common stock, whether or not vested, was converted into the right to receive the per share merger consideration less the exercise price of such option. The Reporting Person disclaims benefical ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. The Reporting Person is the the sole stockholder and director of LNA Capital Corp., which is the general partner of Barington Capital Group, L.P., which is the majority member of each of Barington Companies Investors, LLC ("Barington Investors"), Barington Companies Advisors, LLC ("Barington Advisors") and Barington Offshore Advisors II, LLC ("Barington Offshore"). Barington Investors is the general partner of Barington Companies Equity Partners, L.P. Barington Advisors is the general partner of Barington Investments, L.P. Barington Offshore is the investment advisor to Barington Companies Offshore Fund, Ltd. Not applicable. James A. Mitarotonda 2016-02-04