Sec Form 4 Filing - Stern David Ross @ PEP BOYS MANNY MOE & JACK - 2016-02-04

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 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(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Stern David Ross 2. Issuer Name and Ticker or Trading Symbol PEP BOYS MANNY MOE & JACK [ PBY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP - Chief Financial Officer (Last) (First) (Middle) 3111 WEST ALLEGHENY AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 02/04/2016 (Street) PHILADELPHIA, PA19132 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 02/04/2016 U( 1 ) 43,354 D $ 18.5 0 D Common Stock 02/04/2016 U( 1 ) 4,162 ( 2 ) D $ 18.5 0 D Common Stock 02/04/2016 U( 1 ) 2,108 ( 3 ) D $ 18.5 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Option (right to buy) $ 11.86 02/04/2016 D( 1 ) 15,355 02/04/2016 03/13/2020 Common Stock 15,355 ( 4 ) 0 D Option (right to buy) $ 10.38 02/04/2016 D( 1 ) 40,907 02/04/2016 04/18/2021 Common Stock 40,907 ( 4 ) 0 D Option (right to buy) $ 9.25 02/04/2016 D( 1 ) 53,448 02/04/2016 04/28/2022 Common Stock 53,448 ( 4 ) 0 D TSR Performance-Based Award ( 4 ) 02/04/2016 D( 1 ) 3,376 02/04/2016 ( 4 ) Common Stock 5,908 ( 4 ) 0 D ROIC Performance-Based Award ( 4 ) 02/04/2016 D( 1 ) 6,751 02/04/2016 ( 4 ) Common Stock 10,127 ( 4 ) 0 D TSR Performance-Based Award ( 4 ) 02/04/2016 D( 1 ) 5,276 02/04/2016 ( 4 ) Common Stock 9,233 ( 4 ) 0 D ROIC Performance-Based Award ( 4 ) 02/04/2016 D( 1 ) 10,552 02/04/2016 ( 4 ) Common Stock 15,828 ( 4 ) 0 D TSR Performance Based Award ( 4 ) 02/04/2016 D( 1 ) 6,047 02/04/2016 ( 4 ) Common Stock 10,582 ( 4 ) 0 D ROIC Performance-Based Award ( 4 ) 02/04/2016 D( 1 ) 12,094 02/04/2016 ( 4 ) Common Stock 18,141 ( 4 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stern David Ross 3111 WEST ALLEGHENY AVENUE PHILADELPHIA, PA19132 EVP - Chief Financial Officer Signatures David R. Stern 02/04/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 3, 2016, Icahn Enterprises Holdings L.P. acquired the issuer pursuant to that certain agreement and plan of merger, dated December 30, 2015, by and among Icahn Enterprises Holdings L.P., IEP Parts Acquisition LLC and the issuer. At the effective time of the merger, each outstanding share of the issuer's common stock was converted into the right to receive $18.50 in cash (the "per share merger consideration"). In addition, at the effective time of the merger, each outstanding restricted stock unit, performance stock unit and notional investment convertible into the issuer's common stock, whether or not vested, was converted into the right to receive the per share merger consideration. Finally, each outstanding option to acquire the issuer's common stock, whether or not vested, was converted into the right to receive the per share merger consideration less the exercise price of such option. ( 2 )Represents shares held in the Reporting Person's Account under The Pep Boys Deferred Compensation Plan. ( 3 )Represents the number of shares held in the Reporting Person's account under The Pep Boys Savings Plan, as reflected in his last plan statement. ( 4 )Not applicable.

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 4(b)(v).

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