SEC Form 4 · accession 0000921895-16-005638

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

Sep 1, 2016

Accepted (ET)

Sep 6, 2016 · 8:30 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^F1	Sep 1, 2016	P	4,265	$158.7332	A	932,468	I	By Starboard Value and Opportunity Master Fund Ltd
Common Stock, $0.0001 Par Value^F1	Sep 1, 2016	P	25,590	$158.7314	A	958,058	I	By Starboard Value and Opportunity Master Fund Ltd
Common Stock, $0.0001 Par Value^F2	Sep 1, 2016	P	470	$158.7332	A	116,370	I	By Starboard Value and Opportunity S LLC
Common Stock, $0.0001 Par Value^F2	Sep 1, 2016	P	2,820	$158.7314	A	119,190	I	By Starboard Value and Opportunity S LLC
Common Stock, $0.0001 Par Value^F3	Sep 1, 2016	P	265	$158.7332	A	63,814	I	By Starboard Value and Opportunity C LP
Common Stock, $0.0001 Par Value^F3	Sep 1, 2016	P	1,590	$158.7314	A	65,404	I	By Starboard Value and Opportunity C LP
Common Stock, $0.0001 Par Value^F1	Sep 2, 2016	P	12,795	$158.6171	A	970,853	I	By Starboard Value and Opportunity Master Fund Ltd
Common Stock, $0.0001 Par Value^F1	Sep 2, 2016	P	17,060	$158.9373	A	987,913	I	By Starboard Value and Opportunity Master Fund Ltd
Common Stock, $0.0001 Par Value^F2	Sep 2, 2016	P	1,410	$158.6171	A	120,600	I	By Starboard Value and Opportunity S LLC
Common Stock, $0.0001 Par Value^F2	Sep 2, 2016	P	1,880	$158.9373	A	122,480	I	By Starboard Value and Opportunity S LLC
Common Stock, $0.0001 Par Value^F3	Sep 2, 2016	P	795	$158.6171	A	66,199	I	By Starboard Value and Opportunity C LP
Common Stock, $0.0001 Par Value^F3	Sep 2, 2016	P	1,060	$158.9373	A	67,259	I	By Starboard Value and Opportunity C LP
Common Stock, $0.0001 Par Value	holding	—	—		—	1,271	D
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^F6	holding	—	—		—	1,027,401	I	By Starboard Leaders India LLC
Common Stock, $0.0001 Par Value^F7	holding	—	—		—	151,947	I	By Managed Account of Starboard Value LP

Table II — derivative securities

No Table II lines on this filing.

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.
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.