AUTOZONE INC — Director's Dealing 2011

Oct 21, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTOZONE INC (AZO)
CIK: 0000866787
Period of Report: 2011-10-19

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
2011-10-19	Common Stock, par value $0.01 per share	S	68066	$325.09	Disposed	4749153	Indirect
2011-10-19	Common Stock, par value $0.01 per share	S	9942	$326.08	Disposed	4739211	Indirect
2011-10-19	Common Stock, par value $0.01 per share	S	557	$326.98	Disposed	4738654	Indirect
2011-10-20	Common Stock, par value $0.01 per share	S	23802	$327.06	Disposed	4714852	Indirect
2011-10-20	Common Stock, par value $0.01 per share	S	1311	$328.08	Disposed	4713541	Indirect
2011-10-19	Common Stock, par value $0.01 per share	S	25358	$325.09	Disposed	1577440	Indirect
2011-10-19	Common Stock, par value $0.01 per share	S	3704	$326.08	Disposed	1573736	Indirect
2011-10-19	Common Stock, par value $0.01 per share	S	208	$326.98	Disposed	1573528	Indirect
2011-10-20	Common Stock, par value $0.01 per share	S	7842	$327.06	Disposed	1565686	Indirect
2011-10-20	Common Stock, par value $0.01 per share	S	432	$328.08	Disposed	1565254	Indirect
2011-10-19	Common Stock, par value $0.01 per share	S	17	$325.09	Disposed	1134	Indirect
2011-10-19	Common Stock, par value $0.01 per share	S	3	$326.08	Disposed	1131	Indirect
2011-10-20	Common Stock, par value $0.01 per share	S	6	$327.06	Disposed	1125	Indirect
2011-10-19	Common Stock, par value $0.01 per share	S	39929	$325.09	Disposed	2603092	Direct
2011-10-19	Common Stock, par value $0.01 per share	S	5832	$326.08	Disposed	2597260	Direct
2011-10-19	Common Stock, par value $0.01 per share	S	327	$326.98	Disposed	2596933	Direct
2011-10-20	Common Stock, par value $0.01 per share	S	12768	$327.06	Disposed	2584165	Direct
2011-10-20	Common Stock, par value $0.01 per share	S	703	$328.08	Disposed	2583462	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	2000000	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 $324.80 to $325.74 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 $325.83 to $326.32 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 $326.85 to $327.16 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 $326.95 to $327.48 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 $328.00 to $328.51 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").