SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Johnson Gregory N

(Last)

(First)

(Middle)

ADVANCE AUTO PARTS, INC.

5008 AIRPORT RD

(Street)

ROANOKE

24012

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/12/2010

3. Issuer Name and Ticker or Trading Symbol
ADVANCE AUTO PARTS INC [ AAP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Genl Mgr - DIY & CMO

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,515⁽¹⁾⁽²⁾⁽³⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Appreciation Right	⁽⁴⁾	05/26/2016	Common Stock	9,903	$45.13	D
Stock Appreciation Right	⁽⁵⁾	12/01/2016	Common Stock	5,490	$40.38	D

Explanation of Responses:

1. 230 of the reported securities represent unrestricted common stock of the registrant.

2. 704 of the reported securities represents the 75% portion of a restricted stock target equity award granted on 5/26/2009 which is subject to time-based vesting in three equal annual installments beginning one year from the grant date and ending on 5/26/2012. The remaining 25% portion of the grant may vest on 5/26/2012, if the registrant achieves certain pre-determined financial performance targets, subject to certification by the registrant's Compensation Committee. In addition, the reporting person may receive additional shares up to 175% of the target award based on the achievement of certain predetermined financial performance as noted above.

3. 581 of the reported securities represents the 75% portion of a restricted stock target equity award granted on 12/01/2009 which is subject to time-based vesting in three equal annual installments beginning one year from the grant date and ending on 12/01/2012. The remaining 25% portion of the grant may vest on 3/01/2013, if the registrant achieves certain pre-determined financial performance targets, subject to certification by the registrant's Compensation Committee. In addition, the reporting person may receive additional shares up to 175% of the target award based on the achievement of certain predetermined financial performance as noted above.

4. The reported securities represents the 75% portion of a target equity award granted on 5/26/2009 which is subject to time-based vesting in three equal annual installments beginning one year from the grant date and ending on 5/26/2012. The remaining 25% portion of the grant may vest on 5/26/2012, if the registrant achieves certain pre-determined financial performance targets, subject to certification by the registrant's Compensation Committee. In addition, the reporting person may receive additional shares up to 175% of the target award based on the achievement of certain predetermined financial performance as noted above.

5. The reported securities represents the 75% portion of a target equity award granted on 12/01/2009 which is subject to time-based vesting in three equal annual installments beginning one year from the grant date and ending on 12/01/2012. The remaining 25% portion of the grant may vest on 3/01/2013, if the registrant achieves certain pre-determined financial performance targets, subject to certification by the registrant's Compensation Committee. In addition, the reporting person may receive additional shares up to 175% of the target award based on the achievement of certain predetermined financial performance as noted above.

Remarks:

This Form 3 was executed by Rachel E. Geiersbach as Attorney-in-Fact for Gregory N. Johnson pursuant to the Power of Attorney attached hereto as exhibit 24.

	/s/ Rachel E. Geiersbach, as Attorney-in-Fact for Gregory N. Johnson	10/22/2010
	** 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 5 (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.