AUTOZONE INC — Director's Dealing 2017

Jul 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTOZONE INC (AZO)
CIK: 0000866787
Period of Report: 2017-06-30

Reporting Person: RHODES WILLIAM C III (Director, Chairman, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-06-30	Common Stock	A	106.0000	$570.4600	Acquired	11219.7371	Direct
2017-06-30	Common Stock	A	19.0000	$0.0000	Acquired	11238.7371	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	847.0000	Indirect
Common Stock	847.0000	Indirect
Common Stock	81.0000	Indirect
Common Stock	81.0000	Indirect
Common Stock	4376.0000	Indirect
Common Stock	12000.0000	Indirect
Common Stock	14732.0000	Indirect

Footnotes

F1: Acquired pursuant to AutoZone, Inc. Sixth Amended and Restated Executive Stock Purchase Plan.

F2: Includes 4,624 shares previously held by the GRAT which were distributed to the reporting person on April 21, 2017.

F3: On May 24, 2017, the reporting person contributed 12,000 shares of common stock to a grantor retained annuity trust ("GRAT #2") for the benefit of himself and his two children. These shares were previously distributed to the reporting person and were reported as directly beneficially owned.