AUTOZONE INC — Director's Dealing 2012

Oct 9, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTOZONE INC (AZO)
CIK: 0000866787
Period of Report: 2012-10-09

Reporting Person: GRUSKY ROBERT R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-09	Common Stock	M	1000.0000	$138.2450	Acquired	2248.3000	Direct
2012-10-09	Common Stock	S	1000.0000	$380.6195	Disposed	1248.3000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-10-09	Non-Qualified Stock Option (right to buy)	$138.2450	M	1000.0000	Disposed	2019-01-01	Common Stock (1000.0000)	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 $380.55 - $381.00 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. 2003 Director Stock Option Plan.