X0202 4 2005-05-27 0 0000898173 O REILLY AUTOMOTIVE INC ORLY 0000942011 OREILLY LAWRENCE P O'REILLY AUTOMOTIVE INC 233 SOUTH PATTERSON SPRINGFIELD MI 65802 1 0 0 0 Common Stock 2005-05-27 2005-05-27 4 J 0 88635 D 609644 D Variable Prepaid Forward Sales Contract 2005-05-27 4 J 0 100000 D 2005-05-27 Common Stock 100000 0 D (1) 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 $2,728,000. 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 27, 2005 (each a "Settlement Price"), as follows: (continued on footnote 2) (continued from Footnote 1) (i) if the Settlement Price were less than or equal to $31.00 per share, then the reporting person would be required to deliver 5,000 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 $31.00 but less than $37.20 per share, then the reporting person would be required to deliver a number of shares equal to the product of 5,000 times $31.00, divided by the Settlement Price; and (continued on Footnote 3) (continued from Footnote 2) (iii) if the Settlement Price were greater than $37.20, 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 $31.00 plus the difference between the Settlement Price and $37.20, and the denominator of which would be the Settlement Price. The Settlement Price on each Averaging Date ranged from a high of $57.60 and a low of $50.89, resulting in the reporting person delivering a total of 88,635 shares of the Company's common stock to the Buyer. Larry O'Reilly 2005-06-01