-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Eab0P6JpzT6cokLIQYQuQN8DuPxWCZwJEZgptLPLXpyLPPugFZNjzvU52KHwDff4 rIvteiCB9tECg/lcWEeTQQ== 0000898173-06-000052.txt : 20060616 0000898173-06-000052.hdr.sgml : 20060616 20060616162626 ACCESSION NUMBER: 0000898173-06-000052 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060526 FILED AS OF DATE: 20060616 DATE AS OF CHANGE: 20060616 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OREILLY DAVID E CENTRAL INDEX KEY: 0000942572 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21318 FILM NUMBER: 06910649 BUSINESS ADDRESS: BUSINESS PHONE: 4178295714 MAIL ADDRESS: STREET 1: 233 SOUTH PATTERSON CITY: SPRINGFIELD STATE: MO ZIP: 65802 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: O REILLY AUTOMOTIVE INC CENTRAL INDEX KEY: 0000898173 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO & HOME SUPPLY STORES [5531] IRS NUMBER: 440618012 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 233 S PATTERSON CITY: SPRINGFIELD STATE: MO ZIP: 65802 BUSINESS PHONE: 4178622674 MAIL ADDRESS: STREET 1: 233 SOUTH PATTERSON CITY: SPRINGFIELD STATE: MO ZIP: 65802 4 1 dor061606form4_ex.xml X0202 4 2006-05-26 0 0000898173 O REILLY AUTOMOTIVE INC ORLY 0000942572 OREILLY DAVID E 233 SOUTH PATTERSON SPRINGFIELD MO 65802 1 0 0 1 Chairman of the Board Common Stock 2006-05-26 2006-05-26 4 J 0 85909 D 650729 D Common Stock 2006-05-26 2006-05-26 4 J 0 42952 D 590496 I Indirectly for reporting persons children. Common Stock 2006-05-26 2006-05-26 4 J 0 42952 D 732376 I Indirectly for reporting persons children. Common Stock 2006-05-26 2006-05-26 4 J 0 42952 D 698712 I Indirectly for reporting persons children. Variable Prepaid Forward Sales Contract 2006-05-26 2006-05-26 4 J 0 100000 D Common Stock 100000 0 D Variable Prepaid Forward Sales Contract 2006-05-26 2006-05-26 4 J 0 50000 D Common Stock 50000 0 I Indirectly for reporting person children. Variable Prepaid Forward Sales Contract 2006-05-26 2006-05-26 4 J 0 50000 D Common Stock 50000 0 I Indirectly for reporting person children. Variable Prepaid Forward Sales Contract 2006-05-26 2006-05-26 4 J 0 50000 D Common Stock 50000 0 I Indirectly for reporting person children. On March 20, 2002, the reporting person entered into a variable prepaid forward arrangement ("VPF") with an unaffiliated third party buyer (the "Buyer") pursuant to which the reporting person received a cash payment of $1,302,000. In exchange for the cash payment, the reporting person pledged 100,000 shares of common stock of O'Reilly Automotive, Inc. (the "Company") and agreed to settle the VPF with either a payment of cash or the delivery of up to 100,000 shares of the Company's common stock. The reporting person chose to settle the VPF through the delivery of shares. The number of shares delivered by the reporting person to the Buyer at settlement was based upon the price of the Company's common stock on each of the 20 business days (each an "Averaging Date") prior to and including May 26, 2006 (each a "Settlement Price"), as follows: (continued in Footnote 2) (continued from Footnote 1) (i) if the Settlement Price were less than or equal to $15.50 per share, then the reporting person would be required to deliver 5,000 shares, per day (which represents the total number of shares subject to the VPF divided by the number of Averaging Dates) to the Buyer; (ii) if the Settlement Price had been greater than $15.50 but less than $18.60 per share, then the reporting person would be required to deliver a number of shares equal to the product of 5,000 times $15.50, divided by the Settlement Price; and (continued in Footnote 3) (continued from Footnote 2) (iii) if the Settlement Price were greater than $18.60, then the reporting person would be required to deliver a number of shares equal to 5,000 multiplied by a fraction, the numerator of which would be the sum of $15.50 plus the difference between the Settlement Price and $18.60, and the denominator of which would be the Settlement Price. The Settlement Price on each Averaging Date ranged from a high of $34.26 and a low of $31.58, resulting in the reporting person delivering a total of 85,909 shares of the Company's common stock to the Buyer. On March 20, 2002, the reporting person entered into a variable prepaid forward arrangement ("VPF") with an unaffiliated third party buyer (the "Buyer") pursuant to which the reporting person received a cash payment of $651,000. In exchange for the cash payment, the reporting person pledged 50,000 shares of common stock of O'Reilly Automotive, Inc. (the "Company") and agreed to settle the VPF with either a payment of cash or the delivery of up to 50,000 shares of the Company's common stock. The reporting person chose to settle the VPF through the delivery of shares. The number of shares delivered by the reporting person to the Buyer at settlement was based upon the price of the Company's common stock on each of the 20 business days (each an "Averaging Date") prior to and including May 26, 2006 (each a "Settlement Price"), as follows: (continued in Footnote 5) (continued from Footnote 4) (i) if the Settlement Price were less than or equal to $15.50 per share, then the reporting person would be required to deliver 2,500 shares (which represents the total number of shares subject to the VPF divided by the number of Averaging Dates) to the Buyer; (ii) if the Settlement Price had been greater than $15.50 but less than $18.60 per share, then the reporting person would be required to deliver a number of shares equal to the product of 2,500 times $15.50, divided by the Settlement Price; and (continued in Footnote 6) (continued from Footnote 5) (iii) if the Settlement Price were greater than $18.60, then the reporting person would be required to deliver a number of shares equal to 2,500 multiplied by a fraction, the numerator of which would be the sum of $15.50 plus the difference between the Settlement Price and $18.60, and the denominator of which would be the Settlement Price. The Settlement Price on each Averaging Date ranged from a high of $34.26 and a low of $31.58, resulting in the reporting person delivering a total of 42,952 shares of the Company's common stock to the Buyer. David E O'Reilly 2006-06-16 -----END PRIVACY-ENHANCED MESSAGE-----