AUTOZONE INC — Director's Dealing 2012

Mar 23, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTOZONE INC (AZO)
CIK: 0000866787
Period of Report: 2012-03-21

Reporting Person: CROWLEY WILLIAM C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-21	Common Stock, par value $0.01 per share	S	14	$378.54	Disposed	7753	Indirect
2012-03-23	Common Stock, par value $0.01 per share	S	32	$379.11	Disposed	7721	Indirect
2012-03-21	Common Stock, par value $0.01 per share	S	7	$378.54	Disposed	4167	Indirect
2012-03-23	Common Stock, par value $0.01 per share	S	17	$379.11	Disposed	4150	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	1149	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 $378.15 to $378.89 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: This statement is filed by and on behalf of William C. Crowley. Mr. Crowley is the President and Chief Operating Officer of, and may be deemed to beneficially own securities owned by, ESL Investments, Inc. ("Investments"). Investments, together with its affiliates, beneficially owns securities of the Issuer.

F3: The reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the beneficial owner of any securities covered by this statement. The reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.

F4: The reporting person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Exchange Act. The reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer.

F5: Represents securities directly beneficially owned by Tynan, LLC ("Tynan"). Mr. Crowley is the manager and a member of, and may be deemed to beneficially own securities owned by, Tynan.

F6: This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $379.10 to $379.22 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.

F7: Represents Shares directly beneficially owned by a grantor retained annuity trust. Mr. Crowley is the trustee of, and may be deemed to beneficially own securities owned by, the grantor retained annuity trust.

F8: Represents Shares directly beneficially owned by Mr. Crowley.