Csk Auto Corp - Statement of Changes in Beneficial Ownership (4)
May 02 2008 - 2:23PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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January 31, 2008
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Mondry Lawrence N
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2. Issuer Name
and
Ticker or Trading Symbol
CSK AUTO CORP
[
CAO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President and CEO
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(Last)
(First)
(Middle)
645 E. MISSOURI AVENUE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/30/2008
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(Street)
PHOENIX, AZ 85012
(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
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4/30/2008
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A
(1)
(2)
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89899
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A
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$11.93
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164899
(3)
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D
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Non-qualified stock options
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$10.795
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(4)
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10/20/2014
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Common Stock
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144847
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144847
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D
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Non-qualified stock options
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$18.655
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(5)
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6/13/2014
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Common Stock
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300000
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300000
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D
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Explanation of Responses:
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(
1)
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On March 31, 2008, pursuant to the terms of Mr. Mondry's employment agreement, the Compensation Committee of the Board of Directors approved an award to Mr. Mondry of a number of shares of restricted stock having a value equal to 130% of his base salary (i.e., pursuant to the terms previously established in Mr. Mondry's employment agreement and the Company's equity grant guidelines), to be determined based on the closing price of the Company's stock on April 30, 2008.
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(
2)
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The vesting provisions of this award will be the same as the vesting provisions applicable to awards under the Company's cash-in-lieu bonus plan (the "Plan") previously disclosed in the Company's Form 8-K filed on March 6, 2008. Specifically, the award generally vests 50% on March 1, 2009 and 50% on March 1, 2010, subject to Mr. Mondry's continued employment through each such date. In the event of a change of control of the Company (as defined under the Plan), this restricted stock award will vest (to the extent unvested) on the earliest of (i) the afore-referenced vesting dates, (ii) the date that is six months following the consummation of the change of control, or (iii) the date that Mr. Mondry's employment is terminated by the Company without cause or by Mr. Mondry for good reason (as each such term is defined under the Plan), in each case subject to Mr. Mondry's continuous employment with the Company through the vesting date.
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(
3)
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Includes 75,000 Restricted Stock Units and 89,899 shares of Restricted Common Stock, all of which are subject to vesting.
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(
4)
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Subject to certain conditions, this option grant becomes vested and exercisable at a rate of one-third on 10/20/2008, one-third on 10/20/2009, and one-third on 10/20/2010. In the event Mr. Mondry's employment is involuntarily terminated by the Company (other than termination as a result of death or disability or for Cause as described in the 2004 Stock and Incentive Plan) within one year following a change in control pursuant to a definitive agreement resulting in the change in control of the Company entered into before May 31, 2008, only 50,000 of these stock options shall automatically vest. The vesting schedule on the remaining options is as follows: 31,616 options will vest on each of 10/20/2009 and 10/20/2010, and 31,615 options will vest on 10/20/2011, in all cases, subject to Mr. Mondry being employed on such dates by the combined company.
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(
5)
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Grant of 300,000 stock options upon hire as President and Chief Executive Officer of the Company. Subject to certain conditions, this option grant becomes vested and exercisable at the rate of one-third on 6/13/2008, one-third on 6/13/2009 and one-third on 6/13/2010. The option was granted as an employment inducement grant pursuant to Mr. Mondry's employment agreement.
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Remarks:
Executed pursuant to the Limited Power of Attorney for Section 16 Reporting Obligations dated June 13, 2007.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Mondry Lawrence N
645 E. MISSOURI AVENUE
PHOENIX, AZ 85012
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President and CEO
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Signatures
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Lawrence N. Mondry
by: /s/ James R. Todd
Attorney In Fact
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5/2/2008
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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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 control number.
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