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: 2012-04-16

Reporting Person: KRANC LISA R (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-16	Common Stock	M	9600.0000	$115.3800	Acquired	21923.3635	Direct
2012-04-16	Common Stock	M	400.0000	$130.7900	Acquired	22323.3635	Direct
2012-04-16	Common Stock	S	10000.0000	$379.6463	Disposed	12323.3635	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-04-16	Non-Qualified Stock Option (right to buy)	$130.7900	M	400.0000	Disposed	2018-09-23	Common Stock (400.0000)	Direct
2012-04-16	Non-Qualified Stock Option (right to buy)	$115.3800	M	9600.0000	Disposed	2017-09-26	Common Stock (9600.0000)	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 $379.31 - $380.223 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. 2006 Stock Option Plan.

F3: Options exercisable in one-fourth increments on September 22, 2009, 2010, 2011 and 2012, respectively.

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