SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Smith Jeffrey C

(Last)

(First)

(Middle)

777 THIRD AVENUE, 18TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2016

4. If Amendment, Date of 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

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	05/26/2016		P		65,910	A	$155.4319	599,695	I	By Starboard Value and Opportunity Master Fund Ltd⁽¹⁾
Common Stock, $0.0001 Par Value	05/26/2016		P		84,090	A	$155.4319	608,285	I	By Starboard Leaders India LLC⁽⁶⁾
Common Stock, $0.0001 Par Value	05/27/2016		P		43,940	A	$156.7573	643,635	I	By Starboard Value and Opportunity Master Fund Ltd⁽¹⁾
Common Stock, $0.0001 Par Value	05/27/2016		P		56,060	A	$156.7573	664,345	I	By Starboard Leaders India LLC⁽⁶⁾
Common Stock, $0.0001 Par Value	05/31/2016		P		65,910	A	$155.1997	709,545	I	By Starboard Value and Opportunity Master Fund Ltd⁽¹⁾
Common Stock, $0.0001 Par Value	05/31/2016		P		84,090	A	$155.1997	748,435	I	By Starboard Leaders India LLC⁽⁶⁾
Common Stock, $0.0001 Par Value								1,271	D
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								151,947	I	By Managed Account of Starboard Value LP⁽⁷⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Cash-Settled Total Return Swap	$180.2404⁽⁸⁾	05/26/2016		S/K⁽⁹⁾			17,200	⁽⁹⁾	09/26/2016	Common Stock, $0.0001 Par Value	0	⁽⁸⁾⁽⁹⁾	0	I	By Starboard Value and Opportunity Master Fund Ltd⁽¹⁾⁽⁹⁾
Cash-Settled Total Return Swap	$173.7322⁽⁸⁾	05/26/2016		S/K⁽⁹⁾			48,710	⁽⁹⁾	09/15/2016	Common Stock, $0.0001 Par Value	73,330	⁽⁸⁾⁽⁹⁾	1	I	By Starboard Value and Opportunity Master Fund Ltd⁽¹⁾⁽⁹⁾
Cash-Settled Total Return Swap	$186.0826⁽⁸⁾	05/26/2016		S/K⁽⁹⁾			84,090	⁽⁹⁾	09/16/2016	Common Stock, $0.0001 Par Value	120,900	⁽⁸⁾⁽⁹⁾	1	I	By Starboard Leaders India LLC⁽⁶⁾⁽⁹⁾
Cash-Settled Total Return Swap	$173.7322⁽⁸⁾	05/27/2016		S/K⁽⁹⁾			43,940	⁽⁹⁾	09/15/2016	Common Stock, $0.0001 Par Value	29,390	⁽⁸⁾⁽⁹⁾	1	I	By Starboard Value and Opportunity Master Fund Ltd⁽¹⁾⁽⁹⁾
Cash-Settled Total Return Swap	$186.0826⁽⁸⁾	05/27/2016		S/K⁽⁹⁾			56,060	⁽⁹⁾	09/16/2016	Common Stock, $0.0001 Par Value	64,840	⁽⁸⁾⁽⁹⁾	1	I	By Starboard Leaders India LLC⁽⁶⁾⁽⁹⁾
Cash-Settled Total Return Swap	$173.7322⁽⁸⁾	05/31/2016		S/K⁽⁹⁾			29,390	⁽⁹⁾	09/15/2016	Common Stock, $0.0001 Par Value	0	⁽⁸⁾⁽⁹⁾	0	I	By Starboard Value and Opportunity Master Fund Ltd⁽¹⁾⁽⁹⁾
Cash-Settled Total Return Swap	$174.5785⁽⁸⁾	05/31/2016		S/K⁽⁹⁾			36,000	⁽⁹⁾	09/29/2016	Common Stock, $0.0001 Par Value	0	⁽⁸⁾⁽⁹⁾	0	I	By Starboard Value and Opportunity Master Fund Ltd⁽¹⁾⁽⁹⁾
Cash-Settled Total Return Swap	$172.8276⁽⁸⁾	05/31/2016		S/K⁽⁹⁾			520	⁽⁹⁾	10/06/2016	Common Stock, $0.0001 Par Value	31,480	⁽⁸⁾⁽⁹⁾	1	I	By Starboard Value and Opportunity Master Fund Ltd⁽¹⁾⁽⁹⁾
Cash-Settled Total Return Swap	$186.0826⁽⁸⁾	05/31/2016		S/K⁽⁹⁾			64,840	⁽⁹⁾	09/16/2016	Common Stock, $0.0001 Par Value	0	⁽⁸⁾⁽⁹⁾	0	I	By Starboard Leaders India LLC⁽⁶⁾⁽⁹⁾
Cash-Settled Total Return Swap	$185.6166⁽⁸⁾	05/31/2016		S/K⁽⁹⁾			19,250	⁽⁹⁾	09/22/2016	Common Stock, $0.0001 Par Value	120,820	⁽⁸⁾⁽⁹⁾	1	I	By Starboard Leaders India LLC⁽⁶⁾⁽⁹⁾
Cash-Settled Total Return Swap	$172.3898⁽⁸⁾							⁽⁹⁾	09/15/2016	Common Stock, $0.0001 Par Value	57,960		1	I	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		1	I	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		1	I	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		1	I	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		1	I	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		1	I	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		1	I	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	67,740		1	I	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		1	I	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		1	I	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		1	I	By Starboard Leaders India LLC⁽⁶⁾⁽⁹⁾

Explanation of Responses:

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 218,658 notional shares and 278,966 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.

	/s/ Jeffrey C. Smith	05/31/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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