AUTOZONE INC — Director's Dealing 2011

Sep 26, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTOZONE INC (AZO)
CIK: 0000866787
Period of Report: 2011-09-26

Reporting Person: Briggs Timothy W (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-09-26	Common Stock	M	11925.0000	$115.3800	Acquired	12383.5423	Direct
2011-09-26	Common Stock	M	7000.0000	$130.7900	Acquired	19383.5423	Direct
2011-09-26	Common Stock	M	4478.0000	$103.4400	Acquired	23861.5423	Direct
2011-09-26	Common Stock	M	10573.0000	$325.9068	Disposed	13288.5423	Direct
2011-09-26	Common Stock	S	12830.0000	$324.8304	Disposed	458.5423	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-09-26	Non-Qualified Stock Option (right to buy)	$130.7900	M	7000.0000	Disposed	2018-09-23	Common Stock (7000.0000)	Direct
2011-09-26	Non-Qualified Stock Option (right to buy)	$115.3800	M	11925.0000	Disposed	2017-09-26	Common Stock (11925.0000)	Direct
2011-09-26	Non-Qualified Stock Option (right to buy)	$103.4400	M	4478.0000	Disposed	2016-09-27	Common Stock (4478.0000)	Direct

Footnotes

F1: This price represents the weighted average price per share of common Stock of AutoZone, Inc. (the "Issuer"), par value $0.01 per share (each a "Share"), of sales that were executed at prices ranging from $325.46 - $326.38 per Share. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.

F2: This price represents the weighted average price per share of common Stock of AutoZone, Inc. (the "Issuer"), par value $0.01 per share (each a "Share"), of sales that were executed at prices ranging from $324.76 - $325.36 per Share. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.

F3: Granted in accordance with the AutoZone, Inc. 2006 Stock Option Plan.

F4: Options exercisable in one-fourth increments on September 22, 2009, 2010, 2011 and 2012, respectively.

F5: Options exercisable in one-fourth increments on September 25, 2008, 2009, 2010 and 2011, respectively.

F6: Granted in accordance with the AutoZone, Inc. 1996 Stock Option Plan.

F7: Options are exercisable in one-fourth increments on September 26, 2007, 2008, 2009, and 2010, respectively.