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: 2019-12-11

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-11	Common Stock	M	20800.0000	$326.0000	Acquired	45839.3340	Direct
2019-12-11	Common Stock	S	70.0000	$1247.0814	Disposed	45769.3340	Direct
2019-12-11	Common Stock	S	100.0000	$1266.5600	Disposed	45669.3340	Direct
2019-12-11	Common Stock	S	100.0000	$1259.3450	Disposed	45569.3340	Direct
2019-12-11	Common Stock	S	100.0000	$1254.8700	Disposed	45469.3340	Direct
2019-12-11	Common Stock	S	200.0000	$1256.1750	Disposed	45269.3340	Direct
2019-12-11	Common Stock	S	400.0000	$1252.2613	Disposed	44869.3340	Direct
2019-12-11	Common Stock	S	400.0000	$1250.7593	Disposed	44469.3340	Direct
2019-12-11	Common Stock	S	400.0000	$1236.4575	Disposed	44069.3340	Direct
2019-12-11	Common Stock	S	500.0000	$1249.4162	Disposed	43569.3340	Direct
2019-12-11	Common Stock	S	730.0000	$1245.8560	Disposed	42839.3340	Direct
2019-12-11	Common Stock	S	740.0000	$1253.6535	Disposed	42099.3340	Direct
2019-12-11	Common Stock	S	745.0000	$1242.6589	Disposed	41354.3340	Direct
2019-12-11	Common Stock	S	900.0000	$1248.3317	Disposed	40454.3340	Direct
2019-12-11	Common Stock	S	920.0000	$1240.3390	Disposed	39534.3340	Direct
2019-12-11	Common Stock	S	1000.0000	$1233.5655	Disposed	38534.3340	Direct
2019-12-11	Common Stock	S	1096.0000	$1244.5993	Disposed	37438.3340	Direct
2019-12-11	Common Stock	S	1100.0000	$1234.4118	Disposed	36338.3340	Direct
2019-12-11	Common Stock	S	1516.0000	$1243.5866	Disposed	34822.3340	Direct
2019-12-11	Common Stock	S	2200.0000	$1241.4675	Disposed	32622.3340	Direct
2019-12-11	Common Stock	S	2439.0000	$1239.3479	Disposed	30183.3340	Direct
2019-12-11	Common Stock	S	2481.0000	$1238.1428	Disposed	27702.3340	Direct
2019-12-11	Common Stock	S	2663.0000	$1237.3968	Disposed	25039.3340	Direct
2019-12-12	Common Stock	G	363.0000	$0.0000	Disposed	24676.3340	Direct
2019-12-11	Common Stock	S	41.0000	$1266.5600	Disposed	40.0000	Indirect
2019-12-11	Common Stock	S	41.0000	$1266.5600	Disposed	40.0000	Indirect
2019-12-12	Common Stock	G	1250.0000	$0.0000	Disposed	8685.0000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-12-11	Non-Qualified Stock Option (right to buy)	$326.0000	M	20800.0000	Disposed	2021-09-28	Common Stock (20800.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	847.0000	Indirect
Common Stock	7298.0000	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 $1,247.01 - $1,247.11 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 $1,259.10 - $1,259.45 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 $1,252.00 - $1,252.59 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 $1,250.35 - $1,251.15 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 $1,235.75 - $1,236.70 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.

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 $1,249.14 - $1,250.05 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: 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 $1,245.50 - $1,246.14 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.

F8: 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 $1,253.23 - $1,253.98 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.

F9: 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 $1,242.14 - $1,243.01 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.

F10: 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 $1,248.08 - $1,248.62 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.

F11: 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 $1,239.90 - $1,240.86 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.

F12: 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 $1,232.85 - $1,233.82 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.

F13: 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 $1,244.18 - $1,245.15 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.

F14: 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 $1,233.91 - $1,234.85 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.

F15: 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 $1,243.18 - $1,244.17 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.

F16: 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 $1,240.91 - $1,241.76 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.

F17: 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 $1,238.79 - $1,239.76 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.

F18: 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 $1,237.77 - $1,238.71 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.

F19: 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 $1,236.76 - $1,237.67 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.

F20: Granted in accordance with the AutoZone, Inc. 2011 Equity Incentive Award Plan.

F21: Options exercisable in one-fourth increments on September 27, 2012, 2013, 2014 and 2015, respectively.