AUTOZONE INC — Director's Dealing 2019

Dec 20, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTOZONE INC (AZO)
CIK: 0000866787
Period of Report: 2019-12-19

Reporting Person: Newbern Thomas B (Exec. Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-19	Common Stock	M	4350.0000	$425.1100	Acquired	7536.6571	Direct
2019-12-19	Common Stock	M	3950.0000	$507.7900	Acquired	11486.6571	Direct
2019-12-19	Common Stock	M	2350.0000	$371.4700	Acquired	13836.6571	Direct
2019-12-19	Common Stock	S	100.0000	$1219.2400	Disposed	13736.6571	Direct
2019-12-19	Common Stock	S	900.0000	$1217.6613	Disposed	12836.6571	Direct
2019-12-19	Common Stock	S	1141.0000	$1216.3090	Disposed	11695.6571	Direct
2019-12-19	Common Stock	S	1400.0000	$1218.5557	Disposed	10295.6571	Direct
2019-12-19	Common Stock	S	1709.0000	$1214.1319	Disposed	8586.6571	Direct
2019-12-19	Common Stock	S	2100.0000	$1213.3220	Disposed	6486.6571	Direct
2019-12-19	Common Stock	S	3300.0000	$1215.2821	Disposed	3186.6571	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-12-19	Non-Qualified Stock Option (right to buy)	$507.7900	M	3950.0000	Disposed	2024-09-24	Common Stock (3950.0000)	Direct
2019-12-19	Non-Qualified Stock Option (right to buy)	$371.4700	M	2350.0000	Disposed	2022-09-28	Common Stock (2350.0000)	Direct
2019-12-19	Non-Qualified Stock Option (right to buy)	$425.1100	M	4350.0000	Disposed	2023-10-02	Common Stock (4350.0000)	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 $1,217.19 - $1,218.09 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 $1,216.00 - $1,216.90 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 $1,218.21 - $1,218.79 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 $1,213.70 - $1,214.62 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 $1,212.69 - $1,213.66 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: 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 $1,214.88 - $1,215.85 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.

F7: Granted in accordance with the AutoZone, Inc. 2011 Equity Incentive Award Plan.

F8: Options exercisable in one-fourth increments on September 23, 2015, 2016, 2017 and 2018, respectively.

F9: Options exercisable in one-fourth increments on September 27, 2013, 2014, 2015 and 2016, respectively.

F10: Options exercisable in one-fourth increments on October 1, 2014, 2015, 2016 and 2017, respectively.