SEC Form 4 · accession 0001158449-16-000310
ADVANCE AUTO PARTS INC · AAP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Charles E Tyson
Officer — EVP, Merch, Mktg & Supply Chn
Period of report
Mar 1, 2016
Accepted (ET)
Mar 3, 2016 · 4:59 pm EST
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 StockF1 | Mar 1, 2016 | A | 404 | — | A | 10,947 | D | |
| Common StockF2 | Mar 1, 2016 | A | 5,788 | — | A | 16,735 | D | |
| Common StockF3 | Mar 1, 2016 | F | 2,065 | $153.35 | D | 14,670 | D | |
| Common Stock | Mar 2, 2016 | M | 2,123 | $40.38 | A | 16,793 | D | |
| Common Stock | Mar 2, 2016 | M | 10,979 | $40.38 | A | 27,772 | D | |
| Common StockF4,F5 | Mar 2, 2016 | F | 8,051 | $151.94 | D | 19,721 | D | |
| Common Stock | Mar 2, 2016 | S | 1,976 | $152.05 | D | 17,745 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation RightsF1 | $73.17 | Mar 1, 2016 | A | 4,616 | A | Mar 1, 2016 | Dec 3, 2019 | Common Stock | 4,616 | 4,616 | D |
| Stock Appreciation Rights | $40.38 | Mar 2, 2016 | M | 2,123 | D | Mar 1, 2013 | Dec 1, 2016 | Common Stock | 2,123 | 0 | D |
| Stock Appreciation RightsF6 | $40.38 | Mar 2, 2016 | M | 10,979 | D | — | Dec 1, 2016 | Common Stock | 10,979 | 0 | D |
Explanation of responses
- F1As previously reported, on December 3, 2012 the reporting person received an equity award, a portion of which was subject to the registrant achieving certain pre-determined financial performance targets subject to certification by the registrant's Compensation Committee. On March 1, 2016 the registrant's Compensation Committee determined that these performance conditions had been achieved at a level providing for a payout of 109% of the target award. The reported amount of common stock and stock appreciation rights (SARs) are fully vested and collectively represent the final vesting under this award.
- F2On March 1, 2013 and May 28, 2013, the reporting person received equity awards which were subject to achieving certain predetermined financial performance targets subject to certification by the registrant's Compensation Committee. On March 1, 2016, the registrant's Compensation Committee determined that these performance conditions had been achieved at a level providing for a payout of 100% of the target award.
- F3Represents shares withheld to satisfy a tax withholding obligation upon the vesting of performance restricted stock units.
- F4Represents shares withheld to satisfy exercise price and tax withholding obligations upon the exercise of Stock Appreciation Rights.
- F5The price reported in Column 4 is a weighted average price. These shares were exercised in multiple transactions at prices ranging from $151.93 to $151.99. The Reporting Person has provided to the Issuer, and undertakes to provide any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F6These shares became exercisable in three equal annual installments beginning on December 1, 2010.