AUTOZONE INC — Major Shareholding Notification 2011

Dec 30, 2011

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 46)*

AutoZone, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

053332102

(CUSIP Number)

David A. Katz

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

(212) 403-1000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 29, 2011

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 18 Pages

PAGE 2 OF 18

CUSIP No . 053332102

1	NAME OF REPORTING PERSON ESL Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) X (b) _
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
	7	SOLE VOTING POWER 3,418,203
NUMBER OF SHARES BENEFICIALLY	8	SHARED VOTING POWER 0
OWNED BY EACH REPORTING PERSON WITH	9	SOLE DISPOSITIVE POWER 3,418,203
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,538,303
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.7%
14	TYPE OF REPORTING PERSON PN

PAGE 3 OF 18

CUSIP No . 053332102

1	NAME OF REPORTING PERSON ESL Institutional Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) X (b) _
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
	7	SOLE VOTING POWER 825
NUMBER OF SHARES BENEFICIALLY	8	SHARED VOTING POWER 0
OWNED BY EACH REPORTING PERSON WITH	9	SOLE DISPOSITIVE POWER 825
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,538,303
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.7%
14	TYPE OF REPORTING PERSON PN

PAGE 4 OF 18

CUSIP No . 053332102

1	NAME OF REPORTING PERSON ESL Investors, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) X (b) _
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
	7	SOLE VOTING POWER 1,173,790
NUMBER OF SHARES BENEFICIALLY	8	SHARED VOTING POWER 0
OWNED BY EACH REPORTING PERSON WITH	9	SOLE DISPOSITIVE POWER 1,173,790
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,538,303
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.7%
14	TYPE OF REPORTING PERSON OO

PAGE 5 OF 18

CUSIP No . 053332102

1	NAME OF REPORTING PERSON Acres Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) X (b) _
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
	7	SOLE VOTING POWER 1,984,636
NUMBER OF SHARES BENEFICIALLY	8	SHARED VOTING POWER 0
OWNED BY EACH REPORTING PERSON WITH	9	SOLE DISPOSITIVE POWER 1,984,636
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,538,303
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.7%
14	TYPE OF REPORTING PERSON PN

PAGE 6 OF 18

CUSIP No . 053332102

1	NAME OF REPORTING PERSON RBS Investment Management, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) X (b) _
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
	7	SOLE VOTING POWER 825
NUMBER OF SHARES BENEFICIALLY	8	SHARED VOTING POWER 0
OWNED BY EACH REPORTING PERSON WITH	9	SOLE DISPOSITIVE POWER 825
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,538,303
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.7%
14	TYPE OF REPORTING PERSON OO

PAGE 7 OF 18

CUSIP No . 053332102

1	NAME OF REPORTING PERSON Tynan, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) X (b) _
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
	7	SOLE VOTING POWER 11,212
NUMBER OF SHARES BENEFICIALLY	8	SHARED VOTING POWER 0
OWNED BY EACH REPORTING PERSON WITH	9	SOLE DISPOSITIVE POWER 11,212
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,538,303
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.7%
14	TYPE OF REPORTING PERSON OO

PAGE 8 OF 18

CUSIP No . 053332102

1	NAME OF REPORTING PERSON RBS Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) X (b) _
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
	7	SOLE VOTING POWER 4,591,993
NUMBER OF SHARES BENEFICIALLY	8	SHARED VOTING POWER 0
OWNED BY EACH REPORTING PERSON WITH	9	SOLE DISPOSITIVE POWER 4,591,993
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,538,303
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.7%
14	TYPE OF REPORTING PERSON PN

PAGE 9 OF 18

CUSIP No . 053332102

1	NAME OF REPORTING PERSON ESL Investments, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) X (b) _
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
	7	SOLE VOTING POWER 6, 577,454
NUMBER OF SHARES BENEFICIALLY	8	SHARED VOTING POWER 0
OWNED BY EACH REPORTING PERSON WITH	9	SOLE DISPOSITIVE POWER 6, 577,454
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,538,303
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.7%
14	TYPE OF REPORTING PERSON CO

PAGE 10 OF 18

CUSIP No . 053332102

1	NAME OF REPORTING PERSON Edward S. Lampert
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) X (b) _
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
	7	SOLE VOTING POWER 8,513,906
NUMBER OF SHARES BENEFICIALLY	8	SHARED VOTING POWER 0
OWNED BY EACH REPORTING PERSON WITH	9	SOLE DISPOSITIVE POWER 7,158,998
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,538,303
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.7%
14	TYPE OF REPORTING PERSON IN

PAGE 11 OF 18

CUSIP No . 053332102

1	NAME OF REPORTING PERSON William C. Crowley
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) X (b) _
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
	7	SOLE VOTING POWER 24,397
NUMBER OF SHARES BENEFICIALLY	8	SHARED VOTING POWER 0
OWNED BY EACH REPORTING PERSON WITH	9	SOLE DISPOSITIVE POWER 18,428
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,538,303
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.7%
14	TYPE OF REPORTING PERSON IN

PAGE 12 OF 18

This Amendment No. 46 to Schedule 13D (this “Amendment”) relates to shares of common stock, par value $0.01 per share (the "Shares"), of AutoZone, Inc., a Delaware corporation (the "Issuer"). This Amendment No. 46 amends the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission by ESL Partners, L.P., a Delaware limited partnership (“Partners”), ESL Institutional Partners, L.P., a Delaware limited partnership (“Institutional”), ESL Investors, L.L.C., a Delaware limited liability company (“Investors”), Acres Partners, L.P., a Delaware limited partnership (“Acres”), RBS Investment Management, L.L.C., a Delaware limited liability company (“RBSIM”), Tynan, LLC, a Delaware limited liability company (“Tynan”), RBS Partners, L.P., a Delaware limited partnership (“RBS”), ESL Investments, Inc., a Delaware corporation (“Investments”), Edward S. Lampert and William C. Crowley, both United States citizens, by furnishing the information set forth below. Partners, Institutional, Investors, Acres, RBSIM, Tynan, RBS, Investments, Mr. Lampert and Mr. Crowley are collectively defined as the “Filing Persons.” Except as otherwise specified in this Amendment, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission.

The Filing Persons are filing this Amendment No. 46 to report recent open-market sales of Shares that have decreased the amount of Shares that the Filing Persons may be deemed to beneficially own by an amount greater than one percent of the outstanding Shares of the Issuer.

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended and restated in its entirety as follows:

(a)-(b) As of December 29, 2011, the Filing Persons may be deemed to beneficially own an aggregate of 8,538,303 Shares (which represents approximately 21.7% of the 39,359,829 Shares outstanding as of December 12, 2011, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 15, 2011).

REPORTING PERSON	NUMBER OF SHARES BENEFICIALLY OWNED	Percentage of Outstanding Shares	SOLE VOTING POWER	SHARED VOTING POWER	SOLE DISPOSITIVE POWER	SHARED DISPOSITIVE POWER
ESL Partners, L.P.	8,538,303 (1)	21.7%	3,418,203	0	3,418,203	0
ESL Institutional Partners, L.P.	8,538,303 (1)	21.7%	825	0	825	0
ESL Investors, L.L.C.	8,538,303 (1)	21.7%	1,173,790	0	1,173,790	0
Acres Partners, L.P.	8,538,303 (1)	21.7%	1,984,636	0	1,984,636	0
RBS Investment Management, L.L.C.	8,538,303 (1)	21.7%	825 (2)	0	825 (2)	0
Tynan, LLC	8,538,303 (1)	21.7%	11,212	0	11,212	0
RBS Partners, L.P.	8,538,303 (1)	21.7%	4,591,993 (4)	0	4,591,993 (4)	0
ESL Investments, Inc.	8,538,303 (1)	21.7%	6,577,454 (5)	0	6,577,454 (5)	0
Edward S. Lampert	8,538,303 (1)	21.7%	8,513,906 (6)	0	7,158,998 (3)	0
William C. Crowley	8,538,303 (1)	21.7%	24,397 (7)	0	18,428 (3)	0

PAGE 13 OF 18

(1) This number consists of 3,418,203 Shares held by Partners, 825 Shares held by Institutional, 1,173,790 Shares held in an account established by the investment member of Investors, 1,984,636 Shares held by Acres, 11,212 Shares held by Tynan, 13,185 Shares held by Mr. Crowley, 1,895,516 Shares held by Mr. Lampert and 40,936 Shares held by The Lampert Foundation (formerly known as “The Edward and Kinga Lampert Foundation”), of which Mr. Lampert is a trustee.

(2) This number consists of 825 Shares held by Institutional.

(3) This number excludes Shares subject to the Lock-Up Agreement described herein.

(4) This number consists of 3,418,203 Shares held by Partners and 1,173,790 Shares held in an account established by the investment member of Investors.

(5) This number consists of 3,418,203 Shares held by Partners, 825 Shares held by Institutional, 1,173,790 Shares held in an account established by the investment member of Investors and 1,984,636 Shares held by Acres.

(6) This number consists of 3,418,203 Shares held by Partners, 825 Shares held by Institutional, 1,173,790 Shares held in an account established by the investment member of Investors, 1,984,636 Shares held by Acres, 1,895,516 Shares held by Mr. Lampert and 40,936 Shares held by The Lampert Foundation (formerly known as “The Edward and Kinga Lampert Foundation”), of which Mr. Lampert is a trustee.

(7) This number consists of 11,212 Shares held by Tynan and 13,185 Shares held by Mr. Crowley.

In addition, Mr. Crowley directly owns options, which are not exercisable in the next 60 days, to purchase 3,000 Shares.

(c) Other than as set forth in Annex A hereto, there have been no transactions in Shares by any of the Filing Persons since December 20, 2011, the record date of the last Amendment on Schedule 13D by the Filing Persons.

(d) Not applicable.

(e) Not applicable.

PAGE 14 OF 18

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 29, 2011

ESL PARTNERS, L.P.

By: RBS Partners, L.P., as its general partner

By: ESL Investments, Inc., as its general partner

By: /s/ Adrian J. Maizey

Name: Adrian J. Maizey Title: Chief Financial Officer

ESL INSTITUTIONAL PARTNERS, L.P.

By: RBS Investment Management, L.L.C., as its general partner

By: ESL Investments, Inc., as its manager

By: /s/ Adrian J. Maizey

Name: Adrian J. Maizey Title: Chief Financial Officer

ESL INVESTORS, L.L.C.

By: RBS Partners, L.P., as its managing member

By: ESL Investments, Inc., as its general partner

By: /s/ Adrian J. Maizey

Name: Adrian J. Maizey Title: Chief Financial Officer

ACRES PARTNERS, L.P.

By: ESL Investments, Inc., as its general partner

By: /s/ Adrian J. Maizey

Name: Adrian J. Maizey Title: Chief Financial Officer

PAGE 15 OF 18

RBS INVESTMENT MANAGEMENT, L.L.C.

By: ESL Investments, Inc., as its manager

By: /s/ Adrian J. Maizey

Name: Adrian J. Maizey Title: Chief Financial Officer

TYNAN, LLC

By: /s/ William C. Crowley Name: William C. Crowley Title: Manager

RBS PARTNERS, L.P.

By: ESL Investments, Inc., as its general partner

By: /s/ Adrian J. Maizey

Name: Adrian J. Maizey Title: Chief Financial Officer

ESL INVESTMENTS, INC.

By: /s/ Adrian J. Maizey

Name: Adrian J. Maizey Title: Chief Financial Officer

EDWARD S. LAMPERT

/s/ Edward S. Lampert

WILLIAM C. CROWLEY

/s/ William C. Crowley

PAGE 16 OF 18

ANNEX A

Recent Transactions by the Filing Persons in the Securities of AutoZONE, Inc.

Entity	Date of Transaction	Nature of Transaction	Number of Shares of Common Stock	Weighted Average Price per Share ($)
ESL Partners, L.P.	12/21/2011	Open Market Sales	8,214	$330.02
ESL Partners, L.P.	12/21/2011	Open Market Sales	11,878	$331.08
ESL Partners, L.P.	12/22/2011	Open Market Sales	24,040	$329.12
ESL Partners, L.P.	12/22/2011	Open Market Sales	1,379	$330.23
ESL Partners, L.P.	12/22/2011	Open Market Sales	54	$331.06
ESL Partners, L.P.	12/23/2011	Open Market Sales	50,530	$330.44
ESL Partners, L.P.	12/23/2011	Open Market Sales	410	$331.05
ESL Partners, L.P.	12/27/2011	Open Market Sales	91,882	$330.56
ESL Partners, L.P.	12/27/2011	Open Market Sales	101	$331.10
ESL Partners, L.P.	12/28/2011	Open Market Sales	2,106	$331.53
ESL Partners, L.P.	12/29/2011	Open Market Sales	16,284	$326.16
ESL Partners, L.P.	12/29/2011	Open Market Sales	4,443	$326.81
ESL Partners, L.P.	12/29/2011	Open Market Sales	2,807	$328.46
ESL Investors, L.L.C.	12/21/2011	Open Market Sales	3,762	$330.02
ESL Investors, L.L.C.	12/21/2011	Open Market Sales	5,439	$331.08
ESL Investors, L.L.C.	12/22/2011	Open Market Sales	7,318	$329.12
ESL Investors, L.L.C.	12/22/2011	Open Market Sales	420	$330.23
ESL Investors, L.L.C.	12/22/2011	Open Market Sales	16	$331.06
ESL Investors, L.L.C.	12/23/2011	Open Market Sales	18,593	$330.44
ESL Investors, L.L.C.	12/23/2011	Open Market Sales	151	$331.05
ESL Investors, L.L.C.	12/27/2011	Open Market Sales	31,502	$330.56
ESL Investors, L.L.C.	12/27/2011	Open Market Sales	35	$331.10
ESL Institutional Partners, L.P.	12/21/2011	Open Market Sales	2	$330.02
ESL Institutional Partners, L.P.	12/21/2011	Open Market Sales	3	$331.08
ESL Institutional Partners, L.P.	12/22/2011	Open Market Sales	6	$329.12
ESL Institutional Partners, L.P.	12/23/2011	Open Market Sales	13	$330.44

PAGE 17 OF 18

| ESL Institutional Partners,
L.P. | 12/27/2011 | Open Market Sales | 22 | $330.56 |
| --- | --- | --- | --- | --- |
| ESL Institutional Partners, L.P. | 12/29/2011 | Open Market Sales | 2 | $326.16 |
| ESL Institutional Partners, L.P. | 12/29/2011 | Open Market Sales | 1 | $326.81 |
| Edward S. Lampert | 12/21/2011 | Open Market Sales | 5,408 | $330.02 |
| Edward S. Lampert | 12/21/2011 | Open Market Sales | 7,821 | $331.08 |
| Edward S. Lampert | 12/22/2011 | Open Market Sales | 12,732 | $329.12 |
| Edward S. Lampert | 12/22/2011 | Open Market Sales | 731 | $330.23 |
| Edward S. Lampert | 12/22/2011 | Open Market Sales | 28 | $331.06 |
| Edward S. Lampert | 12/23/2011 | Open Market Sales | 29,056 | $330.44 |
| Edward S. Lampert | 12/23/2011 | Open Market Sales | 236 | $331.05 |
| Edward S. Lampert | 12/27/2011 | Open Market Sales | 50,767 | $330.56 |
| Edward S. Lampert | 12/27/2011 | Open Market Sales | 56 | $331.10 |
| Edward S. Lampert | 12/28/2011 | Open Market Sales | 192 | $331.53 |
| Edward S. Lampert | 12/29/2011 | Open Market Sales | 1,763 | $326.16 |
| Edward S. Lampert | 12/29/2011 | Open Market Sales | 481 | $326.81 |
| Edward S. Lampert | 12/29/2011 | Open Market Sales | 304 | $328.46 |
| Acres Partners, L.P. | 12/27/2011 | Open Market Sales | 6,658 | $330.56 |
| Acres Partners, L.P. | 12/27/2011 | Open Market Sales | 7 | $331.10 |
| Acres Partners, L.P. | 12/28/2011 | Open Market Sales | 704 | $331.53 |
| Acres Partners, L.P. | 12/29/2011 | Open Market Sales | 5,532 | $326.16 |
| Acres Partners, L.P. | 12/29/2011 | Open Market Sales | 1,509 | $326.81 |
| Acres Partners, L.P. | 12/29/2011 | Open Market Sales | 954 | $328.46 |
| The Lampert Foundation | 12/21/2011 | Open Market Sales | 110 | $330.02 |
| The Lampert Foundation | 12/21/2011 | Open Market Sales | 158 | $331.08 |
| The Lampert Foundation | 12/22/2011 | Open Market Sales | 278 | $329.12 |
| The Lampert Foundation | 12/22/2011 | Open Market Sales | 16 | $330.23 |
| The Lampert Foundation | 12/22/2011 | Open Market Sales | 1 | $331.06 |
| The Lampert Foundation | 12/23/2011 | Open Market Sales | 619 | $330.44 |
| The Lampert Foundation | 12/23/2011 | Open Market Sales | 5 | $331.05 |
| The Lampert Foundation | 12/27/2011 | Open Market Sales | 1,099 | $330.56 |
| The Lampert Foundation | 12/27/2011 | Open Market Sales | 1 | $331.10 |
| The Lampert Foundation | 12/28/2011 | Open Market Sales | 15 | $331.53 |

PAGE 18 OF 18

The Lampert Foundation	12/29/2011	Open Market Sales	114	$326.16
The Lampert Foundation	12/29/2011	Open Market Sales	31	$326.81
The Lampert Foundation	12/29/2011	Open Market Sales	20	$328.46
Tynan, LLC 1	12/21/2011	Open Market Sales	30	$330.02
Tynan, LLC 1	12/21/2011	Open Market Sales	43	$331.08
Tynan, LLC 1	12/22/2011	Open Market Sales	76	$329.12
Tynan, LLC 1	12/22/2011	Open Market Sales	5	$330.23
Tynan, LLC 1	12/23/2011	Open Market Sales	170	$330.44
Tynan, LLC 1	12/23/2011	Open Market Sales	1	$331.05
Tynan, LLC 1	12/27/2011	Open Market Sales	302	$330.56
Tynan, LLC 1	12/28/2011	Open Market Sales	4	$331.53
Tynan, LLC 1	12/29/2011	Open Market Sales	31	$326.16
Tynan, LLC 1	12/29/2011	Open Market Sales	8	$326.81
Tynan, LLC 1	12/29/2011	Open Market Sales	6	$328.46
William C. Crowley 2	12/21/2011	Open Market Sales	9	$330.02
William C. Crowley 2	12/21/2011	Open Market Sales	13	$331.08
William C. Crowley 2	12/22/2011	Open Market Sales	43	$329.12
William C. Crowley 2	12/22/2011	Open Market Sales	2	$330.23
William C. Crowley 2	12/22/2011	Open Market Sales	1	$331.06
William C. Crowley 2	12/23/2011	Open Market Sales	84	$330.44
William C. Crowley 2	12/23/2011	Open Market Sales	1	$331.05
William C. Crowley 2	12/27/2011	Open Market Sales	168	$330.56
William C. Crowley 2	12/28/2011	Open Market Sales	7	$331.53
William C. Crowley 2	12/29/2011	Open Market Sales	55	$326.16
William C. Crowley 2	12/29/2011	Open Market Sales	15	$326.81
William C. Crowley 2	12/29/2011	Open Market Sales	9	$328.46

1 William C. Crowley is the sole manager of and a member of Tynan, LLC.

2 These Shares are held in a grantor retained annuity trust, of which William C. Crowley is the trustee.