AUTOZONE INC — Director's Dealing 2014

Jan 9, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTOZONE INC (AZO)
CIK: 0000866787
Period of Report: 2014-01-09

Reporting Person: Roesel Larry M (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-09	Common Stock	M	3375.0000	$225.7400	Acquired	3894.3883	Direct
2014-01-09	Common Stock	M	2900.0000	$142.7700	Acquired	6794.3883	Direct
2014-01-09	Common Stock	S	400.0000	$489.2625	Disposed	6394.3883	Direct
2014-01-09	Common Stock	S	748.0000	$491.1413	Disposed	5646.3883	Direct
2014-01-09	Common Stock	S	5127.0000	$490.4243	Disposed	519.3883	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-09	Non-Qualified Stock Option (right to buy)	$225.7400	M	3375.0000	Disposed	2020-09-29	Common Stock (3375.0000)	Direct
2014-01-09	Non-Qualified Stock Option (right to buy)	$142.7700	M	2900.0000	Disposed	2019-09-30	Common Stock (2900.0000)	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 $488.89 - $489.60 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 $491.08 - $491.41 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 $490.01 - $491.00 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. 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.