AUTOZONE INC — Director's Dealing 2012

Jan 24, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTOZONE INC (AZO)
CIK: 0000866787
Period of Report: 2012-01-20

Reporting Person: LAMPERT EDWARD S (10% Owner)
Reporting Person: ESL PARTNERS, L.P. (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
2012-01-20	Common Stock, par value $0.01 per share	S	182043	$347.04	Disposed	2348049	Indirect
2012-01-20	Common Stock, par value $0.01 per share	S	51	$347.04	Disposed	655	Indirect
2012-01-20	Common Stock, par value $0.01 per share	S	117930	$347.04	Disposed	1529699	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 $347.00 to $347.95 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"), ESL Institutional Partners, L.P. ("Institutional"), RBS Partners, L.P. ("RBS"), RBS Investment Management, L.L.C. ("RBSIM"), and Partners. RBS is the general partner of Partners. RBSIM is the general partner of Institutional. Investments is the general partner of RBS and the manager of RBSIM. Mr. Lampert is the Chairman, Chief Executive Officer and Director of Investments.

F4: These Shares are held by Institutional.

F5: These Shares are held by Edward S. Lampert.