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: Newbern Thomas B (Sr. Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-16	Common Stock	M	15500.0000	$115.3800	Acquired	16283.4144	Direct
2012-04-16	Common Stock	S	1838.0000	$380.6067	Disposed	14445.4144	Direct
2012-04-16	Common Stock	S	13662.0000	$379.6846	Disposed	783.4144	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-04-16	Non-Qualified Stock Option (right to buy)	$115.3800	M	15500.0000	Disposed	2017-09-26	Common Stock (15500.0000)	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 $380.44 - $380.79 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.

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 $379.40 - $380.37 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.