AUTOZONE INC — Director's Dealing 2019

May 28, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTOZONE INC (AZO)
CIK: 0000866787
Period of Report: 2019-05-24

Reporting Person: Finestone Mark A. (Exec. Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-24	Common Stock	M	9400.0000	$371.4700	Acquired	11697.0762	Direct
2019-05-24	Common Stock	S	5.0000	$1055.9800	Disposed	11692.0762	Direct
2019-05-24	Common Stock	S	268.0000	$1052.1058	Disposed	11424.0762	Direct
2019-05-24	Common Stock	S	453.0000	$1051.6363	Disposed	10971.0762	Direct
2019-05-24	Common Stock	S	1153.0000	$1054.7566	Disposed	9818.0762	Direct
2019-05-24	Common Stock	S	2618.0000	$1050.1143	Disposed	7200.0762	Direct
2019-05-24	Common Stock	S	4903.0000	$1054.1503	Disposed	2297.0762	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-24	Non-Qualified Stock Option (right to buy)	$371.4700	M	9400.0000	Disposed	2022-09-28	Common Stock (9400.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	71.0000	Indirect
Common Stock	1645.0000	Indirect
Common Stock	51.0000	Indirect
Common Stock	51.0000	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 $1052.00-$1052.16 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 $1051.26-$1051.99 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 $1054.47- $1055.36 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 $1050.00 - $1050.6860 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 $1053.50-$1054.45 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.

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.