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AUTOZONE INC Director's Dealing 2012

Dec 21, 2012

29936_dirs_2012-12-21_57d7513a-d885-45c0-9021-a1522b7e0d4b.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTOZONE INC (AZO)
CIK: 0000866787
Period of Report: 2012-12-20

Reporting Person: GOVE SUE (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-12-20 Common Stock M 3715.0000 $96.3900 Acquired 5083.7000 Direct
2012-12-20 Common Stock M 1500.0000 $119.1450 Acquired 6583.7000 Direct
2012-12-20 Common Stock M 1500.0000 $116.3450 Acquired 8083.7000 Direct
2012-12-20 Common Stock M 1500.0000 $92.2200 Acquired 9583.7000 Direct
2012-12-20 Common Stock S 459.0000 $356.4610 Disposed 9124.7000 Direct
2012-12-20 Common Stock S 3781.0000 $355.8267 Disposed 5343.7000 Direct
2012-12-20 Common Stock S 3975.0000 $357.9677 Disposed 1368.7000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-12-20 Non-Qualified Stock Option (right to buy) $92.2200 M 1500.0000 Disposed 2016-01-01 Common Stock (1500.0000) Direct
2012-12-20 Non-Qualified Stock Option (right to buy) $116.3450 M 1500.0000 Disposed 2017-01-01 Common Stock (1500.0000) Direct
2012-12-20 Non-Qualified Stock Option (right to buy) $119.1450 M 1500.0000 Disposed 2018-01-01 Common Stock (1500.0000) Direct
2012-12-20 Non-Qualified Stock Option (right to buy) $96.3900 M 3715.0000 Disposed 2015-07-11 Common Stock (3715.0000) 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 $356.40 - $356.51 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 $355.40 - $356.20 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 $357.75 - $358.25 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: Granted in accordance with the AutoZone, Inc. 2003 Director Stock Option Plan.