Statement of Changes in Beneficial Ownership (4)
October 16 2020 - 4:31PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
*
HENSLEE GREGORY L |
2. Issuer Name and Ticker or Trading Symbol
O REILLY AUTOMOTIVE INC
[
ORLY
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EV CHAIRMAN OF THE BOARD |
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(Last)
(First)
(Middle)
233 S. PATTERSON AVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/14/2020 |
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(Street)
SPRINGFIELD, MO 65802
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common stock | 10/14/2020 | | M(1) | | 2100 | A | $81.54 | 19969 | D |
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| Common stock | 10/14/2020 | | S(1) | | 2100 | D | $475.0158 | 17869 (2) | D |
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| Common stock | | | | | | | | 19996 (3) | I | Indirectly in the Company's 401k plan and as trustee of a GRAT. |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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) | $81.54 | 10/14/2020 | | M (1) | | | 2100 | 2/2/2013 (4) | 2/2/2022 | Common stock | 2100 | $0 | 24114 | D |
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| Explanation of Responses: |
| (1) | The transactions reported on this Form 4 were made pursuant to a 10b5-1 trading plan adopted on August 20, 2020. |
| (2) | Total includes 1,242 shares held under the Company's Employee Stock Purchase Plan, 1,815 of unvested restricted share awards and 14,812 shares held directly by Mr. Henslee. |
| (3) | Total includes 4,996 shares held in the Company's 401k plan and 15,000 shares held as trustee of a Grantor Retained Annuity Trust (GRAT). |
| (4) | The options vest in four equal annual installments beginning on this date. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
HENSLEE GREGORY L
233 S. PATTERSON AVE
SPRINGFIELD, MO 65802 | X |
| EV CHAIRMAN OF THE BOARD |
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Signatures
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| /s/ Greg Henslee | | 10/16/2020 |
| **Signature of Reporting Person | Date |
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