AUTOZONE INC — Director's Dealing 2016

Mar 16, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTOZONE INC (AZO)
CIK: 0000866787
Period of Report: 2016-03-15

Reporting Person: Finestone Mark A. (Exec. Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-15	Common Stock	M	9600.0000	$142.7700	Acquired	12840.6969	Direct
2016-03-15	Common Stock	M	900.0000	$142.7700	Acquired	13740.6969	Direct
2016-03-15	Common Stock	S	1160.0000	$802.1770	Disposed	12580.6969	Direct
2016-03-15	Common Stock	S	1385.0000	$793.9493	Disposed	11195.6969	Direct
2016-03-15	Common Stock	S	2013.0000	$795.4048	Disposed	9182.6969	Direct
2016-03-15	Common Stock	S	2078.0000	$800.3412	Disposed	7104.6969	Direct
2016-03-15	Common Stock	S	2964.0000	$801.3019	Disposed	4140.6969	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-15	Incentive Stock Option (Right to Buy)	$142.7700	M	900.0000	Disposed	2019-09-29	Common Stock (900.0000)	Direct
2016-03-15	Non-Qualified Stock Option (right to buy)	$142.7700	M	9600.0000	Disposed	2019-09-30	Common Stock (9600.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	16.0000	Indirect
Common Stock	16.0000	Indirect

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 $802.065 - $802.30 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 $793.92 - $794.00 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.

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 $795.005 - $795.75 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: 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 $800.00 - $800.70 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 $801.0475 - $801.87 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. 2006 Stock Option Plan.

F7: Options exercisable in one-fourth increments on September 29, 2010, 2011, 2012 and 2013, respectively.