AUTOZONE INC — Director's Dealing 2012

Apr 16, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTOZONE INC (AZO)
CIK: 0000866787
Period of Report: 2012-04-12

Reporting Person: CROWLEY WILLIAM C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-12	Common Stock, par value $0.01 per share	S	124	$379.15	Disposed	5168	Indirect
2012-04-13	Common Stock, par value $0.01 per share	S	11	$379.71	Disposed	5157	Indirect
2012-04-13	Common Stock, par value $0.01 per share	S	68	$382.12	Disposed	5089	Indirect
2012-04-16	Common Stock, par value $0.01 per share	S	17	$381.11	Disposed	5072	Indirect
2012-04-16	Common Stock, par value $0.01 per share	S	4	$381.94	Disposed	5068	Indirect
2012-04-16	Common Stock, par value $0.01 per share	S	5	$383.04	Disposed	5063	Indirect
2012-04-12	Common Stock, par value $0.01 per share	S	63	$379.15	Disposed	2866	Indirect
2012-04-13	Common Stock, par value $0.01 per share	S	6	$379.71	Disposed	2860	Indirect
2012-04-13	Common Stock, par value $0.01 per share	S	35	$382.12	Disposed	2825	Indirect
2012-04-16	Common Stock, par value $0.01 per share	S	10	$381.11	Disposed	2815	Indirect
2012-04-16	Common Stock, par value $0.01 per share	S	2	$381.94	Disposed	2813	Indirect
2012-04-16	Common Stock, par value $0.01 per share	S	3	$383.04	Disposed	2810	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	1280.7	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 $379.10 to $379.32 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 $379.50 to $380.18 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: This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $381.50 to $382.43 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.

F8: This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $380.80 to $381.79 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.

F9: This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $381.91 to $382.00 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.

F10: This price represents the approximate weighted average price per Share of sales that were executed at prices ranging from $383.00 to $383.17 per Share. The reporting person undertakes to provide, upoon 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.

F11: Represents securities 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.

F12: Represents Shares directly beneficially owned by Mr. Crowley, including 975.7 Shares underlying restricted stock units. The Shares underlying the restricted stock units will be delivered to Mr. Crowley in a single lump-sum payment on the fifth anniversary of the date on which he ceases to be a director for any reason, provided that he incurs a "separation from service" from the Issuer (within the meaning of Section 409A of the Internal Revenue Code and the related Treasury Regulations). Fractions of restricted stock units are subject to cash settlement upon delivery of the Shares underlying the restricted stock units.