SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Clayton Robert Bruce

(Last)

(First)

(Middle)

2999 CIRCLE 75 PKWY

(Street)

ATLANTA

30339

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/15/2010

3. Issuer Name and Ticker or Trading Symbol
GENUINE PARTS CO [ GPC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr Vice Pres Human Resources

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	8,516⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options (Right to Buy)	08/19/2003	08/19/2012	Common Stock	14,470	$32.04	D
Stock Appreciation Right⁽²⁾	04/19/2005⁽³⁾	04/19/2014	Common Stock	9,000	$36.58	D
Employee Stock Option (Right to Buy)⁽²⁾	04/19/2005⁽³⁾	04/19/2014	Common Stock	9,000	$36.58	D
Stock Appreciation Right⁽²⁾	03/14/2006⁽³⁾	03/14/2015	Common Stock	9,000	$43.93	D
Employee Stock Option (Right to Buy)⁽²⁾	03/14/2006⁽³⁾	03/14/2015	Common Stock	9,000	$43.93	D
Stock Appreciation Right⁽²⁾	03/27/2007⁽³⁾	03/27/2016	Common Stock	9,000	$44.2	D
Employee Stock Option (Right to Buy)⁽²⁾	03/27/2007⁽³⁾	03/27/2016	Common Stock	9,000	$44.2	D
Stock Appreciation Right⁽²⁾	03/27/2008⁽³⁾	03/27/2017	Common Stock	9,000	$49.16	D
Employee Stock Option (Right to Buy)⁽²⁾	03/27/2008⁽³⁾	03/27/2017	Common Stock	9,000	$49.16	D
Stock Appreciation Right⁽²⁾	04/01/2009⁽³⁾	04/01/2018	Common Stock	10,350	$41.66	D
Employee Stock Option (Right to Buy)⁽²⁾	04/01/2009⁽³⁾	04/01/2018	Common Stock	10,350	$41.66	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock	1,400	⁽⁵⁾	D
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	1,131	⁽⁵⁾	D

Explanation of Responses:

1. Includes 981 shares acquired through Genuine Partnership Plan (401-K)

2. The stock appreciation right and the employee stock option were granted in tandem. Accordingly, the exercise of one results in the expiration of the other.

3. The stock appreciation rights vest 1/3 per year beginning on the first anniversary of the grant date provided the reporting person is still employed on those dates, subject to earlier vesting in certain events.

4. The restricted stock units will vest and convert to shares of common stock on December 31, 2010 provided the reporting person is still employed on that date, subject to earlier vesting in certain events.

5. Each restricted stock unit represents a contingent right to receive one share of GPC common stock at a future date.

6. The restricted stock units will vest and convert to shares of common stock on December 31, 2011 provided the reporting person is still employed on that date, subject to earlier vesting in certain events.

Remarks:

	Robert Clayton	02/25/2010
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.