AUTOZONE INC — Director's Dealing 2012

Sep 25, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTOZONE INC (AZO)
CIK: 0000866787
Period of Report: 2012-09-24

Reporting Person: KRANC LISA R (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-24	Common Stock	M	2850.0000	$130.7900	Acquired	15184.5140	Direct
2012-09-24	Common Stock	M	150.0000	$130.7900	Acquired	15334.5140	Direct
2012-09-24	Common Stock	S	2850.0000	$369.1171	Disposed	12484.5140	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-24	Incentive Stock Option (Right to Buy)	$130.7900	M	150.0000	Disposed	2018-09-22	Common Stock (150.0000)	Direct
2012-09-24	Non-Qualified Stock Option (right to buy)	$130.7900	M	2850.0000	Disposed	2018-09-23	Common Stock (2850.0000)	Direct

Footnotes

F1: This price represents the 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 $369.00 - $369.25 per Share. The Reporting Person undertakes 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: Granted in accordance with the AutoZone, Inc. 2006 Stock Option Plan.

F3: Options exercisable in one-fourth increments on September 22, 2009, 2010, 2011 and 2012, respectively.