AUTOZONE INC — Director's Dealing 2012

Dec 28, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTOZONE INC (AZO)
CIK: 0000866787
Period of Report: 2012-12-28

Reporting Person: Newbern Thomas B (Sr. Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-28	Common Stock	M	13200.0000	$130.7900	Acquired	14007.5738	Direct
2012-12-28	Common Stock	M	10950.0000	$142.7700	Acquired	24957.5738	Direct
2012-12-28	Common Stock	S	864.0000	$350.8402	Disposed	24093.5738	Direct
2012-12-28	Common Stock	S	3800.0000	$349.2092	Disposed	20293.5738	Direct
2012-12-28	Common Stock	S	3900.0000	$348.1000	Disposed	16393.5738	Direct
2012-12-28	Common Stock	S	4636.0000	$349.9657	Disposed	11757.5738	Direct
2012-12-28	Common Stock	S	10950.0000	$345.9231	Disposed	807.5738	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-28	Non-Qualified Stock Option (right to buy)	$130.7900	M	13200.0000	Disposed	2018-09-23	Common Stock (13200.0000)	Direct
2012-12-28	Non-Qualified Stock Option (right to buy)	$142.7700	M	10950.0000	Disposed	2019-09-30	Common Stock (10950.0000)	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 $350.77 - $350.90 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 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 $348.55 - $349.54 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.

F3: 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 $347.49 - $348.44 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.

F4: 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 $349.59 - $350.49 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.

F5: 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 $345.88 - $346.80 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.

F6: Granted in accordance with the AutoZone, Inc. 2006 Stock Option Plan.

F7: Options exercisable in one-fourth increments on September 22, 2009, 2010, 2011 and 2012, respectively.

F8: Options exercisable in one-fourth increments on September 29, 2010, 2011, 2012 and 2013, respectively.