Edgar Filing: Stevens William J

Ownership Submission

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, 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 ^*

Â Stevens William J

2. Date of Event Requiring Statement (Month/Day/Year)
02/21/2012

3. Issuer Name and Ticker or Trading Symbol
GENUINE PARTS CO [GPC]

(Last)

(First)

(Middle)

2999 CIRCLE 75 PKWY

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Executive Vice President

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

ATLANTA,Â GAÂ 30339

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 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	56,310 ⁽¹⁾	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options (Right to Buy)	08/19/2003	08/19/2012	Common Stock	70,000	$ 32.04	D	Â
Stock Appreciation Right ⁽²⁾	04/19/2005	04/19/2014	Common Stock	30,000	$ 36.58	D	Â
Employee Stock Option (Right to Buy) ⁽²⁾	04/19/2005	04/19/2014	Common Stock	30,000	$ 36.58	D	Â
Stock Appreciation Right ⁽²⁾	03/14/2006	03/14/2015	Common Stock	30,000	$ 43.93	D	Â
Employee Stock Option (Right to Buy) ⁽²⁾	03/14/2006	03/14/2015	Common Stock	30,000	$ 43.93	D	Â
Stock Appreciation Right ⁽²⁾	03/27/2007	03/27/2016	Common Stock	30,000	$ 44.2	D	Â
Employee Stock Option (Right to Buy) ⁽²⁾	03/27/2007	03/27/2016	Common Stock	30,000	$ 44.2	D	Â
Stock Appreciation Right ⁽²⁾	03/27/2008	03/27/2017	Common Stock	30,000	$ 49.16	D	Â
Employee Stock Option (Right to Buy) ⁽²⁾	03/27/2008	03/27/2017	Common Stock	30,000	$ 49.16	D	Â
Stock Appreciation Right ⁽²⁾	04/01/2009	04/01/2018	Common Stock	34,500	$ 41.66	D	Â
Employee Stock Option (Right to Buy) ⁽²⁾	04/01/2009	04/01/2018	Common Stock	34,500	$ 41.66	D	Â
Stock Appreciation Right ⁽²⁾	04/01/2011⁽³⁾	04/01/2020	Common Stock	20,000	$ 42.66	D	Â
Employee Stock Option (Right to Buy) ⁽²⁾	04/01/2011⁽³⁾	04/01/2020	Common Stock	20,000	$ 42.66	D	Â
Stock Appreciation Right ⁽²⁾	04/01/2012⁽³⁾	04/01/2021	Common Stock	20,000	$ 54.09	D	Â
Employee Stock Option (Right to Buy) ⁽²⁾	04/01/2012⁽³⁾	04/01/2021	Common Stock	20,000	$ 54.09	D	Â
Restricted Stock Units	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	3,137	$ ⁽⁵⁾	D	Â
Restricted Stock Units	Â ⁽⁶⁾	Â ⁽⁶⁾	Common Stock	4,750	$ ⁽⁵⁾	D	Â
Restricted Stock Units	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	4,750	$ ⁽⁵⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Stevens William J 2999 CIRCLE 75 PKWY ATLANTA,Â GAÂ 30339	Â	Â	Â Executive Vice President	Â

Signatures

William J. Stevens		02/24/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Includes 2,359 shares acquired through Genuine Partnership Plan (401-K)
(2)	The stock appreciation right and the employee stock option were granted in tandem. Accordingly, the exercise of one results in the expiration of the other.
(3)	The stock appreciation rights vest 1/3 per year beginning on the first anniversary of the grant date provided the reporting person is still employed on those dates, subject to earlier vesting in certain events.
(4)	The restricted stock units will vest and convert to shares of common stock on December 31, 2012 provided the reporting person is still employed on that date, subject to earlier vesting in certain events.
(5)	Each restricted stock unit represents a contingent right to receive one share of GPC common stock at a future date.
(6)	The restricted stock units will vest and convert to shares of common stock on December 31, 2014 provided the reporting person is still employed on that date, subject to earlier vesting in certain events.
(7)	The restricted stock units will vest and convert to shares of common stock on December 31, 2015 provided the reporting person is still employed on that date, subject to earlier vesting in certain events.

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