AUTOZONE INC — Director's Dealing 2018

Jan 4, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTOZONE INC (AZO)
CIK: 0000866787
Period of Report: 2018-01-03

Reporting Person: Graves William W (Exec. Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-03	Common Stock	M	10500.0000	$225.7400	Acquired	12573.6444	Direct
2018-01-03	Common Stock	M	900.0000	$225.7400	Acquired	13473.6444	Direct
2018-01-03	Common Stock	M	500.0000	$326.0000	Acquired	13973.6444	Direct
2018-01-03	Common Stock	S	400.0000	$749.1600	Disposed	13573.6444	Direct
2018-01-03	Common Stock	S	736.0000	$746.1507	Disposed	12837.6444	Direct
2018-01-03	Common Stock	S	1200.0000	$748.5253	Disposed	11637.6444	Direct
2018-01-03	Common Stock	S	1264.0000	$744.7246	Disposed	10373.6444	Direct
2018-01-03	Common Stock	S	6900.0000	$743.7333	Disposed	3473.6444	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-01-03	Incentive Stock Option (Right to Buy)	$326.0000	M	500.0000	Disposed	2021-09-27	Common Stock (500.0000)	Direct
2018-01-03	Incentive Stock Option (Right to Buy)	$225.7400	M	900.0000	Disposed	2020-09-28	Common Stock (900.0000)	Direct
2018-01-03	Non-Qualified Stock Option (right to buy)	$225.7400	M	10500.0000	Disposed	2020-09-29	Common Stock (10500.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1227.0000	Indirect
Common Stock	2373.0000	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 $745.80 - $746.67 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 $748.00 - $748.97 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 $744.59 - $745.50 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 $743.51 - $744.48 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: Granted in accordance with the AutoZone, Inc. 2011 Equity Incentive Award Plan.

F6: Options exercisable in one-fourth increments on September 27, 2012, 2013, 2014 and 2015, respectively.

F7: Granted in accordance with the AutoZone, Inc. 2006 Stock Option Plan.

F8: Options exercisable in one-fourth increments on September 28, 2011, 2012, 2013 and 2014, respectively.