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^*

CHILDERS BYRON K

(Last)

(First)

(Middle)

233 SOUTH PATTERSON AVENUE

(Street)

SPRINGFIELD

65802

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/24/2014

3. Issuer Name and Ticker or Trading Symbol
O REILLY AUTOMOTIVE INC [ ORLY ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP OF WESTERN STORE OPS/SALES

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	822⁽¹⁾	D
Common Stock	3,224	I	Indirectly in the Company's 401k Plan.

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)
Nonqualified employee stock options (right to buy)	07/11/2009⁽²⁾	07/11/2018	Common Stock	40,000	$22.65	D
Nonqualified employee stock options (right to buy)	03/04/2012⁽²⁾	03/04/2021	Common Stock	5,000	$56.38	D
Nonqualified employee stock options (right to buy)	03/02/2013⁽²⁾	03/02/2022	Common Stock	5,000	$88.33	D
Nonqualified employee stock options (right to buy)	03/01/2014⁽²⁾	03/01/2023	Common Stock	5,000	$102.62	D
Nonqualified employee stock options (right to buy)	03/13/2015⁽²⁾	03/13/2024	Common Stock	5,000	$146.68	D

Explanation of Responses:

1. Total includes 63 shares held under the Company's Employee Stock Purchase Plan, 271 restricted shares awarded under the Company's Performance Incentive Plan and 488 shares held directly by Mr. Childers.

2. The options vest in four equal annual installments beginning on this date.

Remarks:

	/s/ Byron K Childers	11/26/2014
	** 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.