Ownership Submission
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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Cushing Robert B
  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, Commercial
(Last)
(First)
(Middle)
5008 AIRPORT ROAD NW
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2017
(Street)

ROANOKE, VA 24012
4. If Amendment, Date 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
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 03/01/2017   A   1,149 (1) A $ 156.68 6,906 D  
Common Stock 03/01/2017   A   497 (2) A (2) 7,403 D  
Common Stock 03/01/2017   F   161 (3) D $ 156.68 7,242 D  

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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)
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
Stock Appreciation Rights $ 123.32 03/01/2017   A   711 (2)   03/01/2017 02/10/2021 Common Stock 711 $ 0 711 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Cushing Robert B
5008 AIRPORT ROAD NW
ROANOKE, VA 24012
      EVP, Commercial  

Signatures

 /s/ Rachel E. Geiersbach, as Attorney-in-Fact for Robert B. Cushing   03/03/2017
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The reported amount of time-based restricted stock units (RSUs) along with performance-based RSUs not reported on this Form 4, collectively, represent 30% and 70% portions, respectively, of a target equity award. The time-based RSUs are subject to time vesting in three approximately equal annual installments beginning one year from the grant date. The performance-based RSUs may vest on the third anniversary of the grant date, if the registrant achieves certain pre-determined financial performance targets, subject to certification by the registrant's Compensation Committee. In addition, if the registrant's financial performance exceeds the target levels, the reporting person may receive additional performance-based RSUs up to a maximum of an additional 200% of the target level grant of performance-based RSUs.
(2) On February 10, 2014, the reporting person received an equity award which was subject to achieving certain predetermined financial performance targets subject to certification by the registrant's Compensation Committee. On March 1, 2017, the registrant's Compensation Committee determined that these performance conditions had been achieved at a level providing for a payout of 17.5% of the target award. The reported amount of common stock and stock appreciation rights (SARs) are fully vested and collectively represent the final vesting under this award.
(3) Represents shares withheld to satisfy a tax withholding obligation upon the vesting of performance restricted stock units.

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