AUTOZONE INC — Director's Dealing 2011

Dec 29, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTOZONE INC (AZO)
CIK: 0000866787
Period of Report: 2011-12-27

Reporting Person: LAMPERT EDWARD S (10% Owner)
Reporting Person: ESL PARTNERS, L.P. (10% Owner)
Reporting Person: ESL INVESTORS LLC (10% Owner)
Reporting Person: ESL INSTITUTIONAL PARTNERS LP (10% Owner)
Reporting Person: ESL INVESTMENTS INC (10% Owner)
Reporting Person: RBS INVESTMENT MANAGEMENT LLC (10% Owner)
Reporting Person: RBS PARTNERS L P /CT (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-27	Common Stock, par value $0.01 per share	S	91882	$330.56	Disposed	3443944	Indirect
2011-12-27	Common Stock, par value $0.01 per share	S	101	$331.10	Disposed	3443843	Indirect
2011-12-28	Common Stock, par value $0.01 per share	S	2106	$331.53	Disposed	3441737	Indirect
2011-12-29	Common Stock, par value $0.01 per share	S	16284	$326.16	Disposed	3425453	Indirect
2011-12-29	Common Stock, par value $0.01 per share	S	4443	$326.81	Disposed	3421010	Indirect
2011-12-29	Common Stock, par value $0.01 per share	S	2807	$328.46	Disposed	3418203	Indirect
2011-12-27	Common Stock, par value $0.01 per share	S	31502	$330.56	Disposed	1173825	Indirect
2011-12-27	Common Stock, par value $0.01 per share	S	35	$331.10	Disposed	1173790	Indirect
2011-12-27	Common Stock, par value $0.01 per share	S	22	$330.56	Disposed	828	Indirect
2011-12-29	Common Stock, par value $0.01 per share	S	2	$326.16	Disposed	826	Indirect
2011-12-29	Common Stock, par value $0.01 per share	S	1	$326.81	Disposed	825	Indirect
2011-12-27	Common Stock, par value $0.01 per share	S	50767	$330.56	Disposed	1898312	Direct
2011-12-27	Common Stock, par value $0.01 per share	S	56	$331.10	Disposed	1898256	Direct
2011-12-28	Common Stock, par value $0.01 per share	S	192	$331.53	Disposed	1898064	Direct
2011-12-29	Common Stock, par value $0.01 per share	S	1763	$326.16	Disposed	1896301	Direct
2011-12-29	Common Stock, par value $0.01 per share	S	481	$326.81	Disposed	1895820	Direct
2011-12-29	Common Stock, par value $0.01 per share	S	304	$328.46	Disposed	1895516	Direct
2011-12-27	Common Stock, par value $0.01 per share	S	6658	$330.56	Disposed	1993342	Indirect
2011-12-27	Common Stock, par value $0.01 per share	S	7	$331.10	Disposed	1993335	Indirect
2011-12-28	Common Stock, par value $0.01 per share	S	704	$331.53	Disposed	1992631	Indirect
2011-12-29	Common Stock, par value $0.01 per share	S	5532	$326.16	Disposed	1987099	Indirect
2011-12-29	Common Stock, par value $0.01 per share	S	1509	$326.81	Disposed	1985590	Indirect
2011-12-29	Common Stock, par value $0.01 per share	S	954	$328.46	Disposed	1984636	Indirect

Footnotes

F1: This price represents the approximate 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 $330.00 to $330.89 per Share. The Reporting Persons undertake 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: These Shares are held by ESL Partners, L.P. ("Partners").

F3: This Form 4 is filed on behalf of Mr. Lampert, ESL Investments, Inc. ("Investments"), Institutional, RBS Partners, L.P. ("RBS"), RBS Investment Management, L.L.C. ("RBSIM"), Partners and Investors. RBS is the general partner of Partners and the managing member of Investors. RBSIM is the general partner of Institutional. Investments is the general partner of RBS and Acres and the manager of RBSIM. Mr. Lampert is the Chairman, Chief Executive Officer and Director of Investments.

F4: This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $331.00 to $331.82 per Share. The Reporting Persons undertake 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.

F5: This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $325.58 to $326.55 per Share. The Reporting Persons undertake 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.

F6: This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $326.59 to $327.37 per Share. The Reporting Persons undertake 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.

F7: This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $328.11 to $329.05 per Share. The Reporting Persons undertake 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.

F8: These Shares are held in an account established by the investment member of ESL Investors, L.L.C. ("Investors").

F9: These Shares are held by ESL Institutional Partners, L.P. ("Institutional").

F10: These Shares are held by Edward S. Lampert.

F11: These Shares are held by Acres Partners, L.P. ("Acres").