Sec Form 4 Filing - OREILLY DAVID E @ O REILLY AUTOMOTIVE INC - 2021-06-17

Insider filing report for Changes in Beneficial Ownership
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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
OREILLY DAVID E
2. Issuer Name and Ticker or Trading Symbol
O REILLY AUTOMOTIVE INC [ ORLY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CHAIRMAN OF THE BOARD
(Last) (First) (Middle)
233 S. PATTERSON AVE
3. Date of Earliest Transaction (MM/DD/YY)
06/17/2021
(Street)
SPRINGFIELD, MO65802
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 05/10/2021 G V 500 D $ 562.47 96,884 D
Common stock 06/17/2021 S( 1 ) 9,360 D $ 534.2395 87,524 ( 2 ) D
Common stock 06/17/2021 S( 1 ) 28,079 D $ 534.2395 324,084 ( 3 ) I Indirectly through reporting person's spouse, as trustee for children and in Company's 401k plan.
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
OREILLY DAVID E
233 S. PATTERSON AVE
SPRINGFIELD, MO65802
X CHAIRMAN OF THE BOARD
Signatures
/s/ David O'Reilly 06/21/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reporting person contributed O'Reilly Automotive, Inc. common stock to an exchange fund in exchange for shares of the exchange fund. The O'Reilly Automotive, Inc. common stock was valued at $534.2395 per share for the purpose of determining the number of limited partnership shares of the exchange fund issuable to the reporting person.
( 2 )Total includes 1,751 unvested restricted share awards and 85,773 shares held directly by Mr. O'Reilly.
( 3 )Total includes 2,830 shares held through reporting person's spouse, 313,592 shares held as trustee for reporting person's children and 7,662 shares held in the Company's 401k Plan.

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).
** 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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