Edgar Filing: ADVANCE AUTO PARTS INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Smith Jeffrey C

2. Issuer Name and Ticker or Trading Symbol
ADVANCE AUTO PARTS INC [AAP]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

777 THIRD AVENUE, 18TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
12/07/2015

(Street)

NEW YORK, NY 10017

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.0001 Par Value	12/07/2015		A		413.305 ⁽¹⁰⁾	A	$ 151.22	413.305	D
Common Stock, $0.0001 Par Value								467,875	I	By Starboard Value and Opportunity Master Fund Ltd ⁽¹⁾
Common Stock, $0.0001 Par Value								115,900	I	By Starboard Value and Opportunity S LLC ⁽²⁾
Common Stock, $0.0001 Par Value								63,549	I	By Starboard Value and Opportunity C LP ⁽³⁾
Common Stock, $0.0001 Par Value								281,794	I	By Starboard T Fund LP ⁽⁴⁾
Common Stock, $0.0001 Par Value								186,206	I	By Starboard Leaders Select I LP ⁽⁵⁾
Common Stock, $0.0001 Par Value								440,105	I	By Starboard Leaders India LLC ⁽⁶⁾
Common Stock, $0.0001 Par Value								151,947	I	By Managed Account of Starboard Value LP ⁽⁷⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Cash-Settled Total Return Swap

$ 173.7322 ⁽⁸⁾

⁽⁹⁾

09/15/2016

Common Stock, $0.0001 Par Value

122,040

By Starboard Value and Opportunity Master Fund Ltd ⁽¹⁾ ⁽⁹⁾

Cash-Settled Total Return Swap

$ 172.3898 ⁽⁸⁾

⁽⁹⁾

09/15/2016

Common Stock, $0.0001 Par Value

57,960

By Starboard Value and Opportunity Master Fund Ltd ⁽¹⁾ ⁽⁹⁾

Cash-Settled Total Return Swap

$ 170.4512 ⁽⁸⁾

⁽⁹⁾

09/15/2016

Common Stock, $0.0001 Par Value

18,000

By Starboard Value and Opportunity Master Fund Ltd ⁽¹⁾ ⁽⁹⁾

Cash-Settled Total Return Swap

$ 170.7716 ⁽⁸⁾

⁽⁹⁾

09/15/2016

Common Stock, $0.0001 Par Value

50,324

By Starboard Value and Opportunity Master Fund Ltd ⁽¹⁾ ⁽⁹⁾

Cash-Settled Total Return Swap

$ 186.0826 ⁽⁸⁾

⁽⁹⁾

09/16/2016

Common Stock, $0.0001 Par Value

20,920

By Starboard Value and Opportunity Master Fund Ltd ⁽¹⁾ ⁽⁹⁾

Cash-Settled Total Return Swap

$ 185.109 ⁽⁸⁾

⁽⁹⁾

09/22/2016

Common Stock, $0.0001 Par Value

7,260

By Starboard Value and Opportunity Master Fund Ltd ⁽¹⁾ ⁽⁹⁾

Cash-Settled Total Return Swap

$ 185.6166 ⁽⁸⁾

⁽⁹⁾

09/22/2016

Common Stock, $0.0001 Par Value

9,930

By Starboard Value and Opportunity Master Fund Ltd ⁽¹⁾ ⁽⁹⁾

Cash-Settled Total Return Swap

$ 180.2404 ⁽⁸⁾

⁽⁹⁾

09/26/2016

Common Stock, $0.0001 Par Value

45,000

By Starboard Value and Opportunity Master Fund Ltd ⁽¹⁾ ⁽⁹⁾

Cash-Settled Total Return Swap

$ 174.5785 ⁽⁸⁾

⁽⁹⁾

09/29/2016

Common Stock, $0.0001 Par Value

36,000

By Starboard Value and Opportunity Master Fund Ltd ⁽¹⁾ ⁽⁹⁾

Cash-Settled Total Return Swap

$ 170.979 ⁽⁸⁾

⁽⁹⁾

09/29/2016

Common Stock, $0.0001 Par Value

18,000

By Starboard Value and Opportunity Master Fund Ltd ⁽¹⁾ ⁽⁹⁾

Cash-Settled Total Return Swap

$ 172.8276 ⁽⁸⁾

⁽⁹⁾

10/06/2016

Common Stock, $0.0001 Par Value

32,000

By Starboard Value and Opportunity Master Fund Ltd ⁽¹⁾ ⁽⁹⁾

Cash-Settled Total Return Swap

$ 171.8116 ⁽⁸⁾

⁽⁹⁾

10/07/2016

Common Stock, $0.0001 Par Value

18,300

By Starboard Value and Opportunity Master Fund Ltd ⁽¹⁾ ⁽⁹⁾

Cash-Settled Total Return Swap

$ 171.94 ⁽⁸⁾

⁽⁹⁾

11/02/2016

Common Stock, $0.0001 Par Value

15,171

By Starboard Value and Opportunity Master Fund Ltd ⁽¹⁾ ⁽⁹⁾

Cash-Settled Total Return Swap

$ 171.105 ⁽⁸⁾

⁽⁹⁾

11/03/2016

Common Stock, $0.0001 Par Value

9,423

By Starboard Value and Opportunity Master Fund Ltd ⁽¹⁾ ⁽⁹⁾

Cash-Settled Total Return Swap

$ 186.0826 ⁽⁸⁾

⁽⁹⁾

09/16/2016

Common Stock, $0.0001 Par Value

214,080

By Starboard Leaders India LLC ⁽⁶⁾ ⁽⁹⁾

Cash-Settled Total Return Swap

$ 185.109 ⁽⁸⁾

⁽⁹⁾

09/22/2016

Common Stock, $0.0001 Par Value

67,740

By Starboard Leaders India LLC ⁽⁶⁾ ⁽⁹⁾

Cash-Settled Total Return Swap

$ 185.6166 ⁽⁸⁾

⁽⁹⁾

09/22/2016

Common Stock, $0.0001 Par Value

140,070

By Starboard Leaders India LLC ⁽⁶⁾ ⁽⁹⁾

Cash-Settled Total Return Swap

$ 187.7751 ⁽⁸⁾

⁽⁹⁾

09/22/2016

Common Stock, $0.0001 Par Value

50,000

By Starboard Leaders India LLC ⁽⁶⁾ ⁽⁹⁾

Cash-Settled Total Return Swap

$ 186.9712 ⁽⁸⁾

⁽⁹⁾

09/23/2016

Common Stock, $0.0001 Par Value

25,000

By Starboard Leaders India LLC ⁽⁶⁾ ⁽⁹⁾

Cash-Settled Total Return Swap

$ 175.34 ⁽⁸⁾

⁽⁹⁾

10/13/2016

Common Stock, $0.0001 Par Value

25,000

By Starboard Leaders India LLC ⁽⁶⁾ ⁽⁹⁾

Cash-Settled Total Return Swap

$ 171.94 ⁽⁸⁾

⁽⁹⁾

11/02/2016

Common Stock, $0.0001 Par Value

24,829

By Starboard Leaders India LLC ⁽⁶⁾ ⁽⁹⁾

Cash-Settled Total Return Swap

$ 171.105 ⁽⁸⁾

⁽⁹⁾

11/03/2016

Common Stock, $0.0001 Par Value

40,577

By Starboard Leaders India LLC ⁽⁶⁾ ⁽⁹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Smith Jeffrey C 777 THIRD AVENUE, 18TH FLOOR NEW YORK, NY 10017	X

Signatures

/s/ Jeffrey C. Smith		12/09/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	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.
(2)	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.
(3)	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.
(4)	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.
(5)	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.
(6)	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.
(7)	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.
(8)	Represents the reference price associated with the applicable Swap Agreement.
(9)	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 460,328 notional shares and 587,296 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.
(10)	These deferred stock units, which will be converted to shares of issuer 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 are immediately vested and will be distributed to the Reporting Person at the end of the director's board service.

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