AUTOZONE INC — Director's Dealing 2022

Jan 3, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTOZONE INC (AZO)
CIK: 0000866787
Period of Report: 2022-01-01

Reporting Person: GOODSPEED LINDA (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-01-01	Common Stock	A	126.4000	$0.0000	Acquired	2582.4000	Direct

Footnotes

F1: Restricted stock units (RSUs) (fully vested on the date of grant) granted in accordance with the 2020 Omnibus Incentive Award Plan. The number of shares of the issuer's common stock underlying the RSU award is equal to the reporting person's aggregate annual retainer fees plus additional fees (less any portion of such fees elected to be paid in cash), divided by the closing market price of a share of the issuer's common stock on December 31, 2021.

F2: 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 December 31, 2021, to defer the delivery of such shares until the Termination Date.