AUTOZONE INC — Director's Dealing 2011

Oct 18, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTOZONE INC (AZO)
CIK: 0000866787
Period of Report: 2011-10-14

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
2011-10-14	Common Stock, par value $0.01 per share	S	71214	$328.18	Disposed	5008016	Indirect
2011-10-14	Common Stock, par value $0.01 per share	S	1023	$329.16	Disposed	5006993	Indirect
2011-10-17	Common Stock, par value $0.01 per share	S	4080	$327.06	Disposed	5002913	Indirect
2011-10-17	Common Stock, par value $0.01 per share	S	23695	$327.93	Disposed	4979218	Indirect
2011-10-17	Common Stock, par value $0.01 per share	S	17155	$328.91	Disposed	4962063	Indirect
2011-10-17	Common Stock, par value $0.01 per share	S	12132	$329.98	Disposed	4949931	Indirect
2011-10-17	Common Stock, par value $0.01 per share	S	1067	$330.86	Disposed	4948864	Indirect
2011-10-14	Common Stock, par value $0.01 per share	S	22772	$328.18	Disposed	1670079	Indirect
2011-10-14	Common Stock, par value $0.01 per share	S	327	$329.16	Disposed	1669752	Indirect
2011-10-17	Common Stock, par value $0.01 per share	S	1588	$327.06	Disposed	1668164	Indirect
2011-10-17	Common Stock, par value $0.01 per share	S	9222	$327.93	Disposed	1658942	Indirect
2011-10-17	Common Stock, par value $0.01 per share	S	6676	$328.91	Disposed	1652266	Indirect
2011-10-17	Common Stock, par value $0.01 per share	S	4721	$329.98	Disposed	1647545	Indirect
2011-10-17	Common Stock, par value $0.01 per share	S	416	$330.86	Disposed	1647129	Indirect
2011-10-14	Common Stock, par value $0.01 per share	S	17	$328.18	Disposed	1197	Indirect
2011-10-17	Common Stock, par value $0.01 per share	S	1	$327.06	Disposed	1196	Indirect
2011-10-17	Common Stock, par value $0.01 per share	S	6	$327.93	Disposed	1190	Indirect
2011-10-17	Common Stock, par value $0.01 per share	S	4	$328.91	Disposed	1186	Indirect
2011-10-17	Common Stock, par value $0.01 per share	S	3	$329.98	Disposed	1183	Indirect
2011-10-17	Common Stock, par value $0.01 per share	S	1	$330.86	Disposed	1182	Indirect
2011-10-14	Common Stock, par value $0.01 per share	S	38433	$328.18	Disposed	2750335	Direct
2011-10-14	Common Stock, par value $0.01 per share	S	552	$329.16	Disposed	2749783	Direct
2011-10-17	Common Stock, par value $0.01 per share	S	2443	$327.06	Disposed	2747340	Direct
2011-10-17	Common Stock, par value $0.01 per share	S	14185	$327.93	Disposed	2733155	Direct
2011-10-17	Common Stock, par value $0.01 per share	S	10270	$328.91	Disposed	2722885	Direct
2011-10-17	Common Stock, par value $0.01 per share	S	7263	$329.98	Disposed	2715622	Direct
2011-10-17	Common Stock, par value $0.01 per share	S	638	$330.86	Disposed	2714984	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 $328.00 to $328.97 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 $329.04 to $329.52 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 $326.40 to $327.38 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 $327.40 to $328.38 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 $328.40 to $329.39 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: This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $329.46 to $330.42 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.

F9: This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $330.48 to $331.41 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.

F10: These Shares are held in an account established by the investment member of ESL Investors, L.L.C. ("Investors").

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

F12: These Shares are held by Edward S. Lampert.

F13: These Shares are held by Acres Partners, L.P. ("Acres").