AUTOZONE INC — Director's Dealing 2012

Jun 6, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTOZONE INC (AZO)
CIK: 0000866787
Period of Report: 2012-06-06

Reporting Person: Finestone Mark A. (Sr. Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-06	Common Stock	M	6500.0000	$103.4400	Acquired	7032.9619	Direct
2012-06-06	Common Stock	S	6500.0000	$387.3065	Disposed	532.9619	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-06-06	Non-Qualified Stock Option (right to buy)	$103.4400	M	6500.0000	Disposed	2016-09-27	Common Stock (6500.0000)	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 $387.00 - $387.925 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. 1996 Stock Option Plan.

F3: Options are exercisable in one-fourth increments on September 26, 2007, 2008, 2009, and 2010, respectively.