AUTOZONE INC — Director's Dealing 2011

Dec 23, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTOZONE INC (AZO)
CIK: 0000866787
Period of Report: 2011-12-21

Reporting Person: CROWLEY WILLIAM C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-21	Common Stock, par value $0.01 per share	S	30	$330.02	Disposed	11858	Indirect
2011-12-21	Common Stock, par value $0.01 per share	S	43	$331.08	Disposed	11815	Indirect
2011-12-22	Common Stock, par value $0.01 per share	S	76	$329.12	Disposed	11739	Indirect
2011-12-22	Common Stock, par value $0.01 per share	S	5	$330.23	Disposed	11734	Indirect
2011-12-23	Common Stock, par value $0.01 per share	S	170	$330.44	Disposed	11564	Indirect
2011-12-23	Common Stock, par value $0.01 per share	S	1	$331.05	Disposed	11563	Indirect
2011-12-21	Common Stock, par value $0.01 per share	S	9	$330.02	Disposed	6367	Indirect
2011-12-21	Common Stock, par value $0.01 per share	S	13	$331.08	Disposed	6354	Indirect
2011-12-22	Common Stock, par value $0.01 per share	S	43	$329.12	Disposed	6311	Indirect
2011-12-22	Common Stock, par value $0.01 per share	S	2	$330.23	Disposed	6309	Indirect
2011-12-22	Common Stock, par value $0.01 per share	S	1	$331.06	Disposed	6308	Indirect
2011-12-23	Common Stock, par value $0.01 per share	S	84	$330.44	Disposed	6224	Indirect
2011-12-23	Common Stock, par value $0.01 per share	S	1	$331.05	Disposed	6223	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	690	Direct

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 $330.15 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 Tynan, LLC, a limited liability company of which William C. Crowley is the manager and a member.

F3: This Form 4 is filed on behalf of Mr. Crowley. Mr. Crowley is the President and Chief Operating Officer of ESL Investments, Inc. ("Investments") which together with various of its affiliates beneficially owns securities of the Issuer. Mr. Crowley disclaims beneficial ownership of all securities of the Issuer beneficially owned by Investments.

F4: This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $331.00 to $331.34 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 $329.00 to $329.59 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 $330.00 to $330.74 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.

F7: This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $330.00 to $330.98 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 $331.00 to $331.08 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: These Shares are held in a grantor retained annuity trust, of which Mr. Crowley is the trustee.

F10: These Shares are held directly by Mr. Crowley.