Freeland Kevin P 4

4 · ADVANCE AUTO PARTS INC · Filed Mar 5, 2013

Form 4

Period: 2013-03-01

Chief Operating Officer

Transactions

Award
Common Stock
2013-03-01+520→ 20,394 total
Award
Stock Appreciation Rights
2013-03-01+12,474→ 12,474 total
Exercise: $40.38From: 2013-03-01Exp: 2016-12-01→ Common Stock (12,474 underlying)
Award
Common Stock
2013-03-01+1,319→ 19,874 total
Tax Payment
Common Stock
2013-03-01$76.37/sh−657$50,175→ 19,737 total
Award
Stock Appreciation Rights
2013-03-01+4,889→ 4,889 total
Exercise: $49.55From: 2013-05-24Exp: 2017-05-24→ Common Stock (4,889 underlying)

Footnotes (3)

[F1]As previously reported, on December 1, 2009 the reporting person received an equity award, a portion of which was subject to the registrant achieving certain pre-determined financial performance targets subject to certification by the registrant's Compensation Committee. On March 1, 2013 the registrant's Compensation Committee determined that these performance conditions had been achieved at a level providing for a payout of 104.4% of the target award. The reported amount of common stock and stock apreciation rights (SARs) are fully vested and collectively represent the final vesting under this award.
[F2]As previously reported, on May 24, 2010 the reporting person received an equity award, a portion of which was subject to the registrant achieving certain pre-determined financial performance targets subject to certification by the registrant's Compensation Committee. On March 1, 2013 the registrant's Compensation Committee determined that these performance conditions had been achieved at a level providing for a payout of 104.4% of the target award. The reported amount of common stock and stock apreciation rights (SARs) will vest on May 24, 2013.
[F3]Represents shares withheld to satisfy a tax withholding obligation upon the vesting of restricted stock.

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