Jonathan Wyatt Andrews Form 3 O REILLY AUTOMOTIVE / JONATHAN WYATT ANDREWS 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^*

ANDREWS JONATHAN WYATT

(Last) (First) (Middle)

233 S. PATTERSON AVE

(Street)

SPRINGFIELD MO 65802

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2019

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 HR & TRAINING

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	470(1)	D
Common Stock	41	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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Nonqualified employee stock options (right to buy)	05/14/2013(2)	05/14/2022	Common Stock	12,500	100.89	D
Nonqualified employee stock options (right to buy)	03/13/2015(2)	03/13/2024	Common Stock	5,000	146.68	D
Nonqualified employee stock options (right to buy)	03/13/2016(2)	03/13/2025	Common Stock	5,000	210.23	D
Nonqualified employee stock options (right to buy)	03/11/2017(2)	03/11/2026	Common Stock	5,000	272.21	D
Nonqualified employee stock options (right to buy)	03/10/2018(2)	03/10/2027	Common Stock	5,000	269.63	D
Nonqualified employee stock options (right to buy)	03/09/2019(2)	03/09/2028	Common Stock	447	250.51	D

Explanation of Responses:

1. Total includes 272 shares held under the Company's Employee Stock Purchase Plan and 198 shares held directly by Mr. Andrews.

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

Remarks:

	/s/ Jonathan Andrews	01/04/2019
	** 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.
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