O'Reilly Automotive (ORLY) Form 4 O REILLY AUTOMOTIVE / JONATHAN WYATT ANDREWS ownership change

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^*

ANDREWS JONATHAN WYATT

(Last) (First) (Middle)

233 S. PATTERSON AVE

(Street)

SPRINGFIELD MO 65802

(City) (State) (Zip)

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

5. 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

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2024

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/13/2024		M		2,500	A	$269.63	3,134	D
Common Stock	02/13/2024		M		447	A	$250.51	3,581	D
Common Stock	02/13/2024		M		680	A	$344.66	4,261	D
Common Stock	02/13/2024		M		627	A	$419.88	4,888	D
Common Stock	02/13/2024		M		452	A	$451.84	5,340	D
Common Stock	02/13/2024		M		217	A	$660.48	5,557	D
Common Stock	02/13/2024		S		4,923	D	$1,038.1466	634	D
Common Stock								96	I	Indirectly in the Company's 401k plan.

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Nonqualified employee stock options (right to buy)	$269.63	02/13/2024		M			2,500	03/10/2018(1)	03/10/2027	Common stock	2,500	$0	0	D
Nonqualified employee stock options (right to buy)	$250.51	02/13/2024		M			447	03/09/2019(1)	03/09/2028	Common stock	447	$0	0	D
Nonqualified employee stock options (right to buy)	$344.66	02/13/2024		M			680	01/31/2020(1)	01/31/2029	Common stock	680	$0	0	D
Nonqualified employee stock options (right to buy)	$419.88	02/13/2024		M			627	01/30/2021(1)	01/30/2030	Common stock	627	$0	0	D
Nonqualified employee stock options (right to buy)	$451.84	02/13/2024		M			452	02/04/2022(1)	02/04/2031	Common stock	452	$0	150	D
Nonqualified employee stock options (right to buy)	$660.48	02/13/2024		M			217	02/03/2023(1)	02/03/2032	Common stock	217	$0	216	D

Explanation of Responses:

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

	/s/ Jonathan Andrews	02/15/2024
	** 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).
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.