AUTOZONE INC — Director's Dealing 2019

May 24, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTOZONE INC (AZO)
CIK: 0000866787
Period of Report: 2019-05-22

Reporting Person: CALBERT MICHAEL M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-22	Common Stock	A	135.5300	$1043.9300	Acquired	135.5300	Direct

Footnotes

F1: The shares will be delivered to the reporting person upon the earlier of (a) the date on which the reporting person ceases to be a director for any reason, provided that such reporting person incurs a "separation from service" from the Issuer (within the meaning of Section 409A of the Internal Revenue Code and the related Treasury Regulations) (the "Termination Date") or (b) the fifth anniversary of the grant date, in which event the reporting person will have an opportunity to re-defer the delivery of the shares up to one year prior to the fifth anniversary; unless the reporting person has irrevocably elected in writing by June 14, 2018, to defer the delivery of such shares until the Termination Date. All fees taken in the form of RSUs are paid annually and any portion of the fees to be paid in cash are paid on a quarterly basis.

F2: The shares are restricted stock units (fully vested on the date of grant) issued to the reporting person in accordance with the Issuer's 2011 Equity Incentive Award Plan and the Issuer's 2019 Director Compensation Program in lieu of the prorated annual retainer fees in an aggregate amount equal to $141,483.83. The number of shares of the Issuer's common stock underlying the restricted stock unit award is equal to the reporting person's pro-rated aggregate quarterly retainer fee, divided by $1,043.93, the closing market price of a share of the Issuer's common stock on May 22, 2019.