AUTOZONE INC — Director's Dealing 2020

Dec 23, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTOZONE INC (AZO)
CIK: 0000866787
Period of Report: 2020-12-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-23	Common Stock	M	13600.0000	$371.4700	Acquired	19070.7111	Direct
2020-12-23	Common Stock	S	57.0000	$1198.0800	Disposed	19013.7111	Direct
2020-12-23	Common Stock	S	129.0000	$1195.2500	Disposed	18884.7111	Direct
2020-12-23	Common Stock	S	236.0000	$1192.2500	Disposed	18648.7111	Direct
2020-12-23	Common Stock	S	524.0000	$1194.3200	Disposed	18124.7111	Direct
2020-12-23	Common Stock	S	531.0000	$1196.5000	Disposed	17593.7111	Direct
2020-12-23	Common Stock	S	2686.0000	$1191.2800	Disposed	14907.7111	Direct
2020-12-23	Common Stock	S	9437.0000	$1190.2300	Disposed	5470.7111	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-12-23	Non-Qualified Stock Option (right to buy)	$371.4700	M	13600.0000	Disposed	2022-09-28	Common Stock (13600.0000)	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 $1,198.08 -$1,198.25 per Share. The Reporting Person undertakes to provide, upon request by the SEC 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 Issuer of sales that were executed at prices ranging from $1,195.00 -$1,195.74 per Share. The Reporting Person undertakes to provide, upon request by the SEC 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 Issuer of sales that were executed at prices ranging from $1,192.24 -$1,192.26 per Share. The Reporting Person undertakes to provide, upon request by the SEC 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 Issuer of sales that were executed at prices ranging from $1,194.00 -$1,194.97 per Share. The Reporting Person undertakes to provide, upon request by the SEC 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 Issuer of sales that were executed at prices ranging from $1,196.50-$1,196.77 per Share. The Reporting Person undertakes to provide, upon request by the SEC 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 Issuer of sales that were executed at prices ranging from $1,191.06 -$1,191.96 per Share. The Reporting Person undertakes to provide, upon request by the SEC 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 Issuer of sales that were executed at prices ranging from $1,190.00 -$1,190.94 per Share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.

F8: Granted in accordance with the AutoZone, Inc. 2011 Equity Incentive Award Plan.

F9: Options exercisable in one-fourth increments on September 27, 2013, 2014, 2015 and 2016, respectively.