AUTOZONE INC — Director's Dealing 2012

Oct 1, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTOZONE INC (AZO)
CIK: 0000866787
Period of Report: 2012-10-01

Reporting Person: KRANC LISA R (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-01	Common Stock	M	2600.0000	$142.7700	Acquired	15097.5229	Direct
2012-10-01	Common Stock	M	2225.0000	$225.7400	Acquired	17322.5229	Direct
2012-10-01	Common Stock	M	1900.0000	$326.0000	Acquired	19222.5229	Direct
2012-10-01	Common Stock	M	150.0000	$225.7400	Acquired	19372.5229	Direct
2012-10-01	Common Stock	M	100.0000	$326.0000	Acquired	19472.5229	Direct
2012-10-01	Common Stock	S	6725.0000	$370.9812	Disposed	12747.5229	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-10-01	Incentive Stock Option (Right to Buy)	$326.0000	M	100.0000	Disposed	2021-09-27	Common Stock (100.0000)	Direct
2012-10-01	Incentive Stock Option (Right to Buy)	$225.7400	M	150.0000	Disposed	2020-09-28	Common Stock (150.0000)	Direct
2012-10-01	Non-Qualified Stock Option (right to buy)	$326.0000	M	1900.0000	Disposed	2021-09-28	Common Stock (1900.0000)	Direct
2012-10-01	Non-Qualified Stock Option (right to buy)	$225.7400	M	2225.0000	Disposed	2020-09-29	Common Stock (2225.0000)	Direct
2012-10-01	Non-Qualified Stock Option (right to buy)	$142.7700	M	2600.0000	Disposed	2019-09-30	Common Stock (2600.0000)	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 $370.83 - $371.484 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. 2011 Equity Incentive Award Plan.

F3: Options exercisable in one-fourth increments on September 27, 2012, 2013, 2014 and 2015, respectively.

F4: Granted in accordance with the AutoZone, Inc. 2006 Stock Option Plan.

F5: Options exercisable in one-fourth increments on September 28, 2011, 2012, 2013 and 2014, respectively.

F6: Options exercisable in one-fourth increments on September 29, 2010, 2011, 2012 and 2013, respectively.