AUTOZONE INC — Director's Dealing 2019

Dec 13, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: GILES WILLIAM T (Executive V.P. & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-12	Common Stock	M	12000.0000	$326.0000	Acquired	17152.1091	Direct
2019-12-12	Common Stock	M	125.0000	$326.0000	Acquired	17277.1091	Direct
2019-12-12	Common Stock	S	89.0000	$1253.2600	Disposed	17188.1091	Direct
2019-12-12	Common Stock	S	100.0000	$1232.0000	Disposed	17088.1091	Direct
2019-12-12	Common Stock	S	200.0000	$1252.0050	Disposed	16888.1091	Direct
2019-12-12	Common Stock	S	600.0000	$1250.0383	Disposed	16288.1091	Direct
2019-12-12	Common Stock	S	1208.0000	$1240.0110	Disposed	15080.1091	Direct
2019-12-12	Common Stock	S	4400.0000	$1231.4159	Disposed	10680.1091	Direct
2019-12-12	Common Stock	S	5403.0000	$1230.2379	Disposed	5277.1091	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-12-12	Incentive Stock Option (Right to Buy)	$326.0000	M	125.0000	Disposed	2021-09-27	Common Stock (125.0000)	Direct
2019-12-12	Non-Qualified Stock Option (right to buy)	$326.0000	M	12000.0000	Disposed	2021-09-28	Common Stock (12000.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4000.0000	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 $1,252.00 - $1,252.01 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 $1,250.00 - $1,250.18 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 $1,240.00 - $1,240.39 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 $1,231.00 - $1,231.94 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 $1,230.00 - $1,230.97 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.

F6: Granted in accordance with the AutoZone, Inc. 2011 Equity Incentive Award Plan.

F7: Options exercisable in one-fourth increments on September 27, 2012, 2013, 2014 and 2015, respectively.