SEC Form 4 · accession 0000921895-16-004686

ADVANCE AUTO PARTS INC · AAP

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Jeffrey C Smith

Director

Period of report

May 23, 2016

Accepted (ET)

May 25, 2016 · 9:36 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001158449

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock, $0.0001 Par Value^F10	May 23, 2016	A	857	—	A	1,271	D
Common Stock, $0.0001 Par Value^F1	May 25, 2016	P	65,910	$152.73	A	533,785	I	By Starboard Value and Opportunity Master Fund Ltd
Common Stock, $0.0001 Par Value^F6	May 25, 2016	P	84,090	$152.73	A	524,195	I	By Starboard Leaders India LLC
Common Stock, $0.0001 Par Value^F2	holding	—	—		—	115,900	I	By Starboard Value and Opportunity S LLC
Common Stock, $0.0001 Par Value^F3	holding	—	—		—	63,549	I	By Starboard Value and Opportunity C LP
Common Stock, $0.0001 Par Value^F4	holding	—	—		—	281,794	I	By Starboard T Fund LP
Common Stock, $0.0001 Par Value^F5	holding	—	—		—	186,206	I	By Starboard Leaders Select I LP
Common Stock, $0.0001 Par Value^F7	holding	—	—		—	151,947	I	By Managed Account of Starboard Value LP

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Cash-Settled Total Return Swap^F8,F9,F1	$186.0826	May 25, 2016	S	20,920	D	—	Sep 16, 2016	Common Stock, $0.0001 Par Value	0	0	I
Cash-Settled Total Return Swap^F8,F9,F1	$185.109	May 25, 2016	S	7,260	D	—	Sep 22, 2016	Common Stock, $0.0001 Par Value	0	0	I
Cash-Settled Total Return Swap^F8,F9,F1	$185.6166	May 25, 2016	S	9,930	D	—	Sep 22, 2016	Common Stock, $0.0001 Par Value	0	0	I
Cash-Settled Total Return Swap^F8,F9,F1	$180.2404	May 25, 2016	S	27,800	D	—	Sep 26, 2016	Common Stock, $0.0001 Par Value	17,200	1	I
Cash-Settled Total Return Swap^F8,F9,F6	$187.7751	May 25, 2016	S	50,000	D	—	Sep 22, 2016	Common Stock, $0.0001 Par Value	0	0	I
Cash-Settled Total Return Swap^F8,F9,F6	$186.9712	May 25, 2016	S	25,000	D	—	Sep 23, 2016	Common Stock, $0.0001 Par Value	0	0	I
Cash-Settled Total Return Swap^F8,F9,F6	$186.0826	May 25, 2016	S	9,090	D	—	Sep 16, 2016	Common Stock, $0.0001 Par Value	204,990	1	I
Cash-Settled Total Return Swap^F1,F9,F8	$173.7322	holding	—	—	—	—	Sep 15, 2016	Common Stock, $0.0001 Par Value	122,040	1	I
Cash-Settled Total Return Swap^F1,F9,F8	$172.3898	holding	—	—	—	—	Sep 15, 2016	Common Stock, $0.0001 Par Value	57,960	1	I
Cash-Settled Total Return Swap^F1,F9,F8	$170.4512	holding	—	—	—	—	Sep 15, 2016	Common Stock, $0.0001 Par Value	18,000	1	I
Cash-Settled Total Return Swap^F1,F9,F8	$170.7716	holding	—	—	—	—	Sep 15, 2016	Common Stock, $0.0001 Par Value	50,324	1	I
Cash-Settled Total Return Swap^F1,F9,F8	$174.5785	holding	—	—	—	—	Sep 29, 2016	Common Stock, $0.0001 Par Value	36,000	1	I
Cash-Settled Total Return Swap^F1,F9,F8	$170.979	holding	—	—	—	—	Sep 29, 2016	Common Stock, $0.0001 Par Value	18,000	1	I
Cash-Settled Total Return Swap^F1,F9,F8	$172.8276	holding	—	—	—	—	Oct 6, 2016	Common Stock, $0.0001 Par Value	32,000	1	I
Cash-Settled Total Return Swap^F1,F9,F8	$171.8116	holding	—	—	—	—	Oct 7, 2016	Common Stock, $0.0001 Par Value	18,300	1	I
Cash-Settled Total Return Swap^F1,F9,F8	$171.94	holding	—	—	—	—	Nov 2, 2016	Common Stock, $0.0001 Par Value	15,171	1	I
Cash-Settled Total Return Swap^F1,F9,F8	$171.105	holding	—	—	—	—	Nov 3, 2016	Common Stock, $0.0001 Par Value	9,423	1	I
Cash-Settled Total Return Swap^F6,F9,F8	$185.6166	holding	—	—	—	—	Sep 22, 2016	Common Stock, $0.0001 Par Value	140,070	1	I
Cash-Settled Total Return Swap^F6,F9,F8	$185.109	holding	—	—	—	—	Sep 22, 2016	Common Stock, $0.0001 Par Value	67,740	1	I
Cash-Settled Total Return Swap^F6,F9,F8	$175.34	holding	—	—	—	—	Oct 13, 2016	Common Stock, $0.0001 Par Value	25,000	1	I
Cash-Settled Total Return Swap^F6,F9,F8	$171.94	holding	—	—	—	—	Nov 2, 2016	Common Stock, $0.0001 Par Value	24,829	1	I
Cash-Settled Total Return Swap^F6,F9,F8	$171.105	holding	—	—	—	—	Nov 3, 2016	Common Stock, $0.0001 Par Value	40,577	1	I

Explanation of responses

F1Securities 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.
F10These 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.
F2Securities 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.
F3Securities 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.
F4Securities 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.
F5Securities 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.
F6Securities 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.
F7Securities 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.
F8Represents the reference price associated with the applicable Swap Agreement.
F9Each 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.