AUTOZONE INC — Director's Dealing 2019

Apr 1, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTOZONE INC (AZO)
CIK: 0000866787
Period of Report: 2019-03-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-28	Common Stock	J	6342.0000	$1007.5600	Acquired	21113.4220	Direct
2019-03-31	Common Stock	A	68.0000	$1024.1200	Acquired	21187.3160	Direct
2019-03-31	Common Stock	A	12.0000	$0.0000	Acquired	21199.3160	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	847.0000	Indirect
Common Stock	81.0000	Indirect
Common Stock	81.0000	Indirect
Common Stock	11000.0000	Indirect
Common Stock	847.0000	Indirect
Common Stock	9935.0000	Indirect

Footnotes

F1: On March 28, 2019, the reporting person withdrew 6,342 shares of AutoZone common stock from a grantor retained annuity trust established for the benefit of himself and his two (2) adult children. In exchange for the shares, the reporting person contributed to the trust $6,389,913.81 in cash. The withdraw of shares from the trust resulted in a decrease in the number of shares the reporting person beneficially owns indirectly through the trust and a corresponding increase in the number of shares the reporting person beneficially owns directly. The reporting person believes that his withdrawal of shares from the trust constitutes a change in the form of beneficial ownership of the shares, exempted by Rule 16a-13 under the Securities and Exchange Act of 1934.

F2: Acquired pursuant to AutoZone, Inc. Sixth Amended and Restated Executive Stock Purchase Plan.