AUTOZONE INC — Director's Dealing 2011

Jun 24, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTOZONE INC (AZO)
CIK: 0000866787
Period of Report: 2011-06-22

Reporting Person: CROWLEY WILLIAM C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-06-22	Common Stock, par value $0.01 per share	S	172	$293.84	Disposed	18764	Indirect
2011-06-23	Common Stock, par value $0.01 per share	S	113	$293.17	Disposed	18651	Indirect
2011-06-23	Common Stock, par value $0.01 per share	S	34	$293.68	Disposed	18617	Indirect
2011-06-24	Common Stock, par value $0.01 per share	S	97	$291.87	Disposed	18520	Indirect
2011-06-24	Common Stock, par value $0.01 per share	S	30	$292.43	Disposed	18490	Indirect
2011-06-22	Common Stock, par value $0.01 per share	S	108	$293.84	Disposed	3594.4	Direct
2011-06-23	Common Stock, par value $0.01 per share	S	75	$293.17	Disposed	3519.4	Direct
2011-06-23	Common Stock, par value $0.01 per share	S	23	$293.68	Disposed	3496.4	Direct
2011-06-24	Common Stock, par value $0.01 per share	S	58	$291.87	Disposed	3438.4	Direct
2011-06-24	Common Stock, par value $0.01 per share	S	18	$292.43	Disposed	3420.4	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	8059	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 $293.36 to $294.04 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 price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $292.59 to $293.58 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.

F4: This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $293.59 to $294.00 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 $291.29 to $292.12 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 $292.13 to $293.12 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: These Shares are held directly by Mr. Crowley.

F8: These Shares are held in a grantor retained annuity trust, of which Mr. Crowley is the trustee.

F9: 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.