Statement of Changes in Beneficial Ownership (4)

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

OMB APPROVAL

OMB Number:

3235-0287

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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/YYYY) 8/14/2020
(Street) SPRINGFIELD, MO 65802 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	8/14/2020		S		15000	D	$465.0648	462159	I	Indirectly through reporting person's spouse, as trustee for children and in Company's 401k plan.
Common stock	8/17/2020		S		15000	D	$470.1909	447159 (1)	I	Indirectly through reporting person's spouse, as trustee for children and in Company's 401k plan.
Common stock	8/17/2020		G	V	2200	D	$469.46	129554 (2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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

Explanation of Responses:
(1)	Total includes 2,830 shares held through reporting person's spouse, 436,671 shares held as trustee for reporting person's children and 7,658 shares held in the Company's 401k Plan.
(2)	Total includes 2,029 unvested restricted share awards and 127,525 shares held directly by Mr. O'Reilly.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
OREILLY DAVID E 233 S. PATTERSON AVE SPRINGFIELD, MO 65802	X		CHAIRMAN OF THE BOARD

Signatures
/s/ David O'Reilly		8/18/2020
**Signature of Reporting Person		Date