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: 2020-12-22

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-18	Common Stock	G	3436.0000	$0.0000	Disposed	15463.3555	Direct
2020-12-22	Common Stock	M	11250.0000	$371.4700	Acquired	26713.3555	Direct
2020-12-22	Common Stock	S	300.0000	$1191.4300	Disposed	26413.3555	Direct
2020-12-22	Common Stock	S	848.0000	$1186.3400	Disposed	25565.3555	Direct
2020-12-22	Common Stock	S	1406.0000	$1185.5300	Disposed	24159.3555	Direct
2020-12-22	Common Stock	S	1500.0000	$1187.4600	Disposed	22659.3555	Direct
2020-12-22	Common Stock	S	1821.0000	$1190.6700	Disposed	20838.3555	Direct
2020-12-22	Common Stock	S	2474.0000	$1189.7400	Disposed	18364.3555	Direct
2020-12-22	Common Stock	S	2901.0000	$1188.7100	Disposed	15463.3555	Direct
2020-12-23	Common Stock	S	100.0000	$1187.0000	Disposed	0.0000	Indirect
2020-12-18	Common Stock	G	3436.0000	$0.0000	Acquired	3436.0000	Indirect
2020-12-18	Common Stock	G	3436.0000	$0.0000	Disposed	5249.0000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-12-22	Non-Qualified Stock Option (right to buy)	$371.4700	M	11250.0000	Disposed	2022-09-28	Common Stock (11250.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	100.0000	Indirect
Common Stock	847.0000	Indirect
Common Stock	1720.0000	Indirect
Common Stock	1719.0000	Indirect
Common Stock	5000.0000	Indirect
Common Stock	5000.0000	Indirect

Footnotes

F1: On December 18, 2020, the Reporting Person transferred 3,436 shares of common stock, par value $0.01 per share (each a "Share"), of AutoZone, Inc. ("Issuer") to a descendants trust of which the Reporting Person is trustee.

F2: This price represents the weighted average price per Share of Issuer, of sales that were executed at prices ranging from $1,191.30 -$1,191.49 per Share. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission ("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 $1,186.11 -$1,186.78 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 $1,185.00 -$1,185.87 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 $1,187.16-$1,188.08 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 $1,190.21 -$1,191.18 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 $1,189.21 -$1,190.16 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: This price represents the weighted average price per Share of Issuer, of sales that were executed at prices ranging from $1,188.18-$1,189.17 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.

F9: Granted in accordance with the AutoZone, Inc. 2011 Equity Incentive Award Plan.

F10: Options exercisable in one-fourth increments on September 27, 2013, 2014, 2015 and 2016, respectively.