AUTOZONE INC — Director's Dealing 2012

Oct 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: CROWLEY WILLIAM C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-01	Common Stock	M	2900.0000	$137.0850	Acquired	4317.9000	Direct
2012-10-01	Common Stock	A	135.4000	$369.0700	Acquired	4453.3000	Direct
2012-10-01	Common Stock	S	2900.0000	$369.8576	Disposed	1553.3000	Direct
2012-10-02	Common Stock	M	3000.0000	$138.2450	Acquired	4553.3000	Direct
2012-10-02	Common Stock	M	626.0000	$137.0850	Acquired	5179.3000	Direct
2012-10-02	Common Stock	S	100.0000	$370.7600	Disposed	5079.3000	Direct
2012-10-02	Common Stock	S	3526.0000	$370.0345	Disposed	1553.3000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-10-01	Non-Qualified Stock Option (right to buy)	$137.0850	M	2900.0000	Disposed	2018-08-16	Common Stock (2900.0000)	Direct
2012-10-02	Non-Qualified Stock Option (right to buy)	$138.2450	M	3000.0000	Disposed	2019-01-01	Common Stock (3000.0000)	Direct
2012-10-02	Non-Qualified Stock Option (right to buy)	$137.0850	M	626.0000	Disposed	2018-08-16	Common Stock (626.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2555.0000	Indirect
Common Stock	1639.0000	Indirect

Footnotes

F1: Restricted stock units (fully vested on the date of grant) issued to the reporting person in accordance with the AutoZone, Inc. 2011 Equity Incentive Award Plan and the AutoZone, Inc. 2011 Director Compensation Program in lieu of quarterly retainer fees in an aggregate amount equal to $50,000. The number of shares of the issuer's common stock underlying the restricted stock unit award is equal to the reporting person's aggregate quarterly retainer fee, divided by the closing market price of a share of the issuer's common stock on October 1, 2012.

F2: The shares will be delivered to the reporting person immediately upon the date on which the reporting person ceases to be a director for any reason, provided that such reporting person incurs a "separation from service" from the issuer (within the meaning of Section 409A of the Internal Revenue Code and the related Treasury Regulations) (the "Termination Date"), unless the reporting person has irrevocably elected in writing by December 31, 2011 to defer the delivery of such shares: (1) in a single lump-sum payment on the fifth anniversary of the Termination Date; (2) in a single lump-sum payment on the tenth anniversary of the Termination Date; or (3) in two equal installments on each of the fifth and tenth anniversaries of the Termination Date.

F3: The price per share is equal to the closing market price of a share of the issuer's common stock on October 1, 2012.

F4: 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 $369.27 - $370.17 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.

F5: 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 $369.70 - $370.69 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.

F6: Granted in accordance with the AutoZone, Inc. 2003 Director Stock Option Plan.