Advance Auto Parts (AAP) Form 3 ADVANCE AUTO PARTS / Robert B Cushing ownership change

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^*

Cushing Robert B

(Last) (First) (Middle)

5008 AIRPORT ROAD NW

(Street)

ROANOKE VA 24012

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/21/2016

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Commercial

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	4,862(1)(2)(3)(4)	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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. 1,435 of the reported securities represent unrestricted common stock of the registrant.

2. 634 of the reported securities represent the unvested portion of a RSU equity award granted on 2/10/2014. The RSUs are subject to time vesting in three equal annual installments beginning one year from the grant date. Performance-based SARs, not reported on this Form 4, were also granted on 2/10/2014 and may vest on March 1, 2017, if the registrant achieves certain pre-determined financial performance targets, subject to certification by the registrant's Compensation Committee. In addition, if the registrant's financial performance exceeds the target levels, the reporting person may receive additional performance-based SARs up to a maximum of an additional 100% of the target level grant of performance-based SARs.

3. 1,064 of the reported securities represent the unvested portion of a RSU equity award granted on 12/1/2014. The RSUs are subject to time vesting in three equal annual installments beginning one year from the grant date. Performance-based SARs, not reported on this Form 4, were also granted on 12/1/2014 and may vest on March 1, 2018, if the registrant achieves certain pre-determined financial performance targets, subject to certification by the registrant's Compensation Committee. In addition, if the registrant's financial performance exceeds the target levels, the reporting person may receive additional performance-based SARs up to a maximum of an additional 100% of the target level grant of performance-based SARs.

4. 1,546 of the reported securities represent the unvested portion of a RSU equity award granted on 12/10/2015. The RSUs are subject to time vesting in three equal annual installments beginning one year from the grant date. Performance-based SARs, not reported on this Form 4, were also granted on 12/10/2015 and may vest on March 1, 2019, if the registrant achieves certain pre-determined financial performance targets, subject to certification by the registrant's Compensation Committee. In addition, if the registrant's financial performance exceeds the target levels, the reporting person may receive additional performance-based SARs up to a maximum of an additional 100% of the target level grant of performance-based SARs.

Remarks:

This Form 3 was executed by Rachel E. Geiersbach as Attorney-in-Fact for Robert B. Cushing pursuant to the Power of Attorney attached hereto as exhibit 24.

	/s/ Rachel E. Geiersbach, as Attorney-in-Fact for Robert B. Cushing	08/23/2016
	** 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 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).
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