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 *
  Breen Timothy P
2. Date of Event Requiring Statement (Month/Day/Year)
02/16/2015
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, GA 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 2,649 (1)
D
 

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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Appreciation Right (2) 04/01/2012(3) 04/01/2021 Common Stock 3,000 $ 54.09 D  
Employee Stock Option (Right to Buy) (2) 04/01/2012(3) 04/01/2021 Common Stock 3,000 $ 54.09 D  
Stock Appreciation Right (2) 04/02/2013(3) 04/02/2022 Common Stock 4,500 $ 63.28 D  
Employee Stock Option (Right to Buy) (2) 04/02/2013(3) 04/02/2022 Common Stock 4,500 $ 63.28 D  
Stock Appreciation Right (2) 04/01/2014(3) 04/01/2023 Common Stock 4,200 $ 77.12 D  
Employee Stock Option (Right to Buy) (2) 04/01/2014(3) 04/01/2023 Common Stock 4,200 $ 77.12 D  
Stock Appreciation Right (2) 04/01/2015(3) 04/01/2024 Common Stock 5,500 $ 86.8 D  
Employee Stock Option (Right to Buy) (2) 04/01/2015(3) 04/01/2024 Common Stock 5,500 $ 86.8 D  
Restricted Stock Units   (4)   (4) Common Stock 750 $ (5) D  
Restricted Stock Units   (6)   (6) Common Stock 1,144 $ (5) D  
Restricted Stock Units   (7)   (7) Common Stock 2,711 $ (5) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Breen Timothy P
2999 CIRCLE 75 PKWY
ATLANTA, GA 30339
      Executive Vice President  

Signatures

David A. Haskett Attorney in Fact 02/18/2015
**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 912 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, 2015 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 1, 2016 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 1, 2018 provided the reporting person is still employed on that date, subject to earlier vesting in certain events.

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