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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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Schechtman Natalie
2. Issuer Name and Ticker or Trading Symbol

ADVANCE AUTO PARTS INC [ AAP ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
EVP Human Resources
(Last)          (First)          (Middle)

ADVANCE AUTO PARTS, INC., 2635 EAST MILLBROOK ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

2/28/2020
(Street)

RALEIGH, NC 27604
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 2/28/2020  F  532 (1)D$132.98 4259 D  
Common Stock 2/28/2020  M  188 (2)A$132.98 4447 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) Represents shares withheld to satisfy taxes at vesting of the performance shares reported herein and the vesting of certain restricted stock units reported on the individual's Form 4.
(2) As previously reported, on March 1, 2017, the reporting person received an equity award, a portion of which was subject to the registrant achieving certain per-determined financial performance targets, subject to certification by the registrant's Compensation Committee. Effective March 1, 2020 it was determined that these performance conditions had been achieved for a payout of 12% of the performance award.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Schechtman Natalie
ADVANCE AUTO PARTS, INC.
2635 EAST MILLBROOK ROAD
RALEIGH, NC 27604


EVP Human Resources

Signatures
/s/ Amanda L. Keister, as Attorney-in-Fact for Natalie Schechtman3/3/2020
**Signature of Reporting PersonDate

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