AUTOZONE INC — Director's Dealing 2012

Dec 6, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTOZONE INC (AZO)
CIK: 0000866787
Period of Report: 2012-12-06

Reporting Person: GOLDSMITH HARRY L (Exec. VP, Sec. & Gen Cnsl)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-03	Common Stock	G	68.0000	$0.0000	Disposed	20141.8207	Direct
2012-12-06	Common Stock	M	5000.0000	$115.3800	Acquired	25141.8207	Direct
2012-12-06	Common Stock	M	5000.0000	$103.4400	Acquired	30141.8207	Direct
2012-12-06	Common Stock	S	4044.0000	$360.6846	Disposed	26097.8207	Direct
2012-12-06	Common Stock	S	5956.0000	$361.1798	Disposed	20141.8207	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-06	Non-Qualified Stock Option (right to buy)	$115.3800	M	5000.0000	Disposed	2017-09-26	Common Stock (5000.0000)	Direct
2012-12-06	Non-Qualified Stock Option (right to buy)	$103.4400	M	5000.0000	Disposed	2016-09-27	Common Stock (5000.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1200.0000	Indirect
Common Stock	200.0000	Indirect

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 $360.00 - $360.985 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 $361.03 - $361.74 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: Granted in accordance with the AutoZone, Inc. 2006 Stock Option Plan.

F4: Options exercisable in one-fourth increments on September 25, 2008, 2009, 2010 and 2011, respectively.

F5: Granted in accordance with the AutoZone, Inc. 1996 Stock Option Plan.

F6: Options are exercisable in one-fourth increments on September 26, 2007, 2008, 2009, and 2010, respectively.