Form Type: 4

SEC EDGAR Link
Accession Number:0000921895-16-004686
Date:2016-05-23
Issuer: ADVANCE AUTO PARTS INC (AAP)
Original Submission Date:

Reporting Person:

SMITH JEFFREY C
777 THIRD AVENUE, 18TH FLOOR
NEW YORK, NY 10017

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK, $0.0001 PAR VALUE 2016-05-23 A 857 a $0.00 1,271 direct
COMMON STOCK, $0.0001 PAR VALUE 2016-05-25 P 65,910 a $152.73 533,785 indirect f1
COMMON STOCK, $0.0001 PAR VALUE 2016-05-25 P 84,090 a $152.73 524,195 indirect f6
COMMON STOCK, $0.0001 PAR VALUE 2016-05-23 0 $0.00 115,900 indirect f2
COMMON STOCK, $0.0001 PAR VALUE 2016-05-23 0 $0.00 63,549 indirect f3
COMMON STOCK, $0.0001 PAR VALUE 2016-05-23 0 $0.00 281,794 indirect f4
COMMON STOCK, $0.0001 PAR VALUE 2016-05-23 0 $0.00 186,206 indirect f5
COMMON STOCK, $0.0001 PAR VALUE 2016-05-23 0 $0.00 151,947 indirect f7
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
CASH-SETTLED TOTAL RETURN SWAP 186.083 2016-05-25 deemed execution date S 20,920 (d) 2016-09-16 common stock, $0.0001 par value 0 $186.08 0 indirect by starboard value and opportunity master fund ltd
CASH-SETTLED TOTAL RETURN SWAP 185.109 2016-05-25 deemed execution date S 7,260 (d) 2016-09-22 common stock, $0.0001 par value 0 $185.11 0 indirect by starboard value and opportunity master fund ltd
CASH-SETTLED TOTAL RETURN SWAP 185.617 2016-05-25 deemed execution date S 9,930 (d) 2016-09-22 common stock, $0.0001 par value 0 $185.62 0 indirect by starboard value and opportunity master fund ltd
CASH-SETTLED TOTAL RETURN SWAP 180.24 2016-05-25 deemed execution date S 27,800 (d) 2016-09-26 common stock, $0.0001 par value 17,200 $180.24 1 indirect by starboard value and opportunity master fund ltd
CASH-SETTLED TOTAL RETURN SWAP 187.775 2016-05-25 deemed execution date S 50,000 (d) 2016-09-22 common stock, $0.0001 par value 0 $187.78 0 indirect by starboard leaders india llc
CASH-SETTLED TOTAL RETURN SWAP 186.971 2016-05-25 deemed execution date S 25,000 (d) 2016-09-23 common stock, $0.0001 par value 0 $186.97 0 indirect by starboard leaders india llc
CASH-SETTLED TOTAL RETURN SWAP 186.083 2016-05-25 deemed execution date S 9,090 (d) 2016-09-16 common stock, $0.0001 par value 204,990 $186.08 1 indirect by starboard leaders india llc
CASH-SETTLED TOTAL RETURN SWAP 173.732 deemed execution date 0 ( ) 2016-09-15 common stock, $0.0001 par value 122,040 $173.73 1 indirect by starboard value and opportunity master fund ltd
CASH-SETTLED TOTAL RETURN SWAP 172.39 deemed execution date 0 ( ) 2016-09-15 common stock, $0.0001 par value 57,960 $172.39 1 indirect by starboard value and opportunity master fund ltd
CASH-SETTLED TOTAL RETURN SWAP 170.451 deemed execution date 0 ( ) 2016-09-15 common stock, $0.0001 par value 18,000 $170.45 1 indirect by starboard value and opportunity master fund ltd
CASH-SETTLED TOTAL RETURN SWAP 170.772 deemed execution date 0 ( ) 2016-09-15 common stock, $0.0001 par value 50,324 $170.77 1 indirect by starboard value and opportunity master fund ltd
CASH-SETTLED TOTAL RETURN SWAP 174.579 deemed execution date 0 ( ) 2016-09-29 common stock, $0.0001 par value 36,000 $174.58 1 indirect by starboard value and opportunity master fund ltd
CASH-SETTLED TOTAL RETURN SWAP 170.979 deemed execution date 0 ( ) 2016-09-29 common stock, $0.0001 par value 18,000 $170.98 1 indirect by starboard value and opportunity master fund ltd
CASH-SETTLED TOTAL RETURN SWAP 172.828 deemed execution date 0 ( ) 2016-10-06 common stock, $0.0001 par value 32,000 $172.83 1 indirect by starboard value and opportunity master fund ltd
CASH-SETTLED TOTAL RETURN SWAP 171.812 deemed execution date 0 ( ) 2016-10-07 common stock, $0.0001 par value 18,300 $171.81 1 indirect by starboard value and opportunity master fund ltd
CASH-SETTLED TOTAL RETURN SWAP 171.94 deemed execution date 0 ( ) 2016-11-02 common stock, $0.0001 par value 15,171 $171.94 1 indirect by starboard value and opportunity master fund ltd
CASH-SETTLED TOTAL RETURN SWAP 171.105 deemed execution date 0 ( ) 2016-11-03 common stock, $0.0001 par value 9,423 $171.11 1 indirect by starboard value and opportunity master fund ltd
CASH-SETTLED TOTAL RETURN SWAP 185.617 deemed execution date 0 ( ) 2016-09-22 common stock, $0.0001 par value 140,070 $185.62 1 indirect by starboard leaders india llc
CASH-SETTLED TOTAL RETURN SWAP 185.109 deemed execution date 0 ( ) 2016-09-22 common stock, $0.0001 par value 67,740 $185.11 1 indirect by starboard leaders india llc
CASH-SETTLED TOTAL RETURN SWAP 175.34 deemed execution date 0 ( ) 2016-10-13 common stock, $0.0001 par value 25,000 $175.34 1 indirect by starboard leaders india llc
CASH-SETTLED TOTAL RETURN SWAP 171.94 deemed execution date 0 ( ) 2016-11-02 common stock, $0.0001 par value 24,829 $171.94 1 indirect by starboard leaders india llc
CASH-SETTLED TOTAL RETURN SWAP 171.105 deemed execution date 0 ( ) 2016-11-03 common stock, $0.0001 par value 40,577 $171.11 1 indirect by starboard leaders india llc
Footnotes
IDfootnote
f1 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.
f2 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.
f3 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.
f4 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.
f5 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.
f6 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.
f7 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.
f8 represents the reference price associated with the applicable swap agreement.
f9 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.
f10 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.
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