AUTOZONE INC — Director's Dealing 2012

Jan 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTOZONE INC (AZO)
CIK: 0000866787
Period of Report: 2011-12-29

Reporting Person: CROWLEY WILLIAM C (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-29	Common Stock, par value $0.01 per share	J	305	$0.00	Acquired	2457	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	11212	Indirect
Common Stock, par value $0.01 per share	4507	Indirect

Footnotes

F1: These shares of common stock of AutoZone, Inc. (the "Issuer"), par value $0.01 per share (each, a "Share"), were received in a pro rata distribution from RBS Partners, L.P. ("RBS"), the managing member of ESL Investors, L.L.C. ("Investors"), to its partners, in connection with the termination of RBS's pecuniary interest in the Shares held by Investors.

F2: These Shares are held directly by William C. Crowley, and include 1,462 Shares that were originally reported as owned indirectly through a grantor retained annuity trust, which distributed the 1,462 Shares on January 3, 2012 to Mr. Crowley.

F3: 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.

F4: These Shares are held by Tynan, LLC, a limited liability company of which Mr. Crowley is the manager and a member.

F5: These Shares are held in a grantor retained annuity trust, of which Mr. Crowley is the trustee.