AUTOZONE INC - Major Shareholding Notification 2011

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

SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 37)*

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)

June 21, 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 persons 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 17 Pages

PAGE 2 OF 21

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 5,850,880 |
| NUMBER OF SHARES BENEFICIALLY | 8 | SHARED VOTING POWER 0 |
| OWNED BY EACH REPORTING PERSON WITH | 9 | SOLE
DISPOSITIVE POWER 5,850,880 |
| | 10 | SHARED
DISPOSITIVE POWER 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,059,401 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES £ | |
| 13 | PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.4% | |
| 14 | TYPE
OF REPORTING PERSON PN | |

PAGE 3 OF 21

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 1,392 |
| NUMBER OF SHARES BENEFICIALLY | 8 | SHARED VOTING POWER 0 |
| OWNED BY EACH REPORTING PERSON WITH | 9 | SOLE
DISPOSITIVE POWER 1,392 |
| | 10 | SHARED
DISPOSITIVE POWER 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,059,401 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES £ | |
| 13 | PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.4% | |
| 14 | TYPE
OF REPORTING PERSON PN | |

PAGE 4 OF 17

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 1,932,801 |
| NUMBER OF SHARES BENEFICIALLY | 8 | SHARED VOTING POWER 0 |
| OWNED BY EACH REPORTING PERSON WITH | 9 | SOLE
DISPOSITIVE POWER 1,932,801 |
| | 10 | SHARED
DISPOSITIVE POWER 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,059,401 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES £ | |
| 13 | PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.4% | |
| 14 | TYPE
OF REPORTING PERSON OO | |

PAGE 5 OF 17

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 2,000,000 |
| NUMBER OF SHARES BENEFICIALLY | 8 | SHARED VOTING POWER 0 |
| OWNED BY EACH REPORTING PERSON WITH | 9 | SOLE
DISPOSITIVE POWER 2,000,000 |
| | 10 | SHARED
DISPOSITIVE POWER 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,059,401 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES £ | |
| 13 | PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.4% | |
| 14 | TYPE
OF REPORTING PERSON PN | |

PAGE 6 OF 17

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 1,392 |
| NUMBER OF SHARES BENEFICIALLY | 8 | SHARED VOTING POWER 0 |
| OWNED BY EACH REPORTING PERSON WITH | 9 | SOLE
DISPOSITIVE POWER 1,392 |
| | 10 | SHARED
DISPOSITIVE POWER 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,059,401 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES £ | |
| 13 | PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.4% | |
| 14 | TYPE
OF REPORTING PERSON OO | |

PAGE 7 OF 17

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 18,936 |
| NUMBER OF SHARES BENEFICIALLY | 8 | SHARED VOTING POWER 0 |
| OWNED BY EACH REPORTING PERSON WITH | 9 | SOLE
DISPOSITIVE POWER 18,936 |
| | 10 | SHARED
DISPOSITIVE POWER 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,059,401 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES £ | |
| 13 | PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.4% | |
| 14 | TYPE
OF REPORTING PERSON OO | |

PAGE 8 OF 17

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 7,783,681 |
| NUMBER OF SHARES BENEFICIALLY | 8 | SHARED VOTING POWER 0 |
| OWNED BY EACH REPORTING PERSON WITH | 9 | SOLE
DISPOSITIVE POWER 7,783,681 |
| | 10 | SHARED
DISPOSITIVE POWER 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,059,401 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ | |
| 13 | PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.4% | |
| 14 | TYPE
OF REPORTING PERSON PN | |

PAGE 9 OF 17

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 9,785,073 |
| NUMBER OF SHARES BENEFICIALLY | 8 | SHARED VOTING POWER 0 |
| OWNED BY EACH REPORTING PERSON WITH | 9 | SOLE
DISPOSITIVE POWER 9,785,073 |
| | 10 | SHARED
DISPOSITIVE POWER 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,059,401 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES £ | |
| 13 | PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.4% | |
| 14 | TYPE
OF REPORTING PERSON CO | |

PAGE 10 OF 17

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 13,025,178 |
| NUMBER OF SHARES BENEFICIALLY | 8 | SHARED VOTING POWER 0 |
| OWNED BY EACH REPORTING PERSON WITH | 9 | SOLE
DISPOSITIVE POWER 10,767,177 |
| | 10 | SHARED
DISPOSITIVE POWER 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,059,401 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES £ | |
| 13 | PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.4% | |
| 14 | TYPE
OF REPORTING PERSON IN | |

PAGE 11 OF 17

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 34,223 |
| NUMBER OF SHARES BENEFICIALLY | 8 | SHARED VOTING POWER 0 |
| OWNED BY EACH REPORTING PERSON WITH | 9 | SOLE
DISPOSITIVE POWER 22,827 |
| | 10 | SHARED
DISPOSITIVE POWER 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,059,401 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES £ | |
| 13 | PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.4% | |
| 14 | TYPE
OF REPORTING PERSON IN | |

PAGE 12 OF 17

This Amendment No. 37 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. 37 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. 37 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 June 21, 2011, the Filing Persons may be deemed to beneficially own an aggregate of 13,059,401 Shares (which represents approximately 31.4% of the 41,560,511 Shares outstanding as of June 10, 2011, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 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. | 13,059,401 (1) | 31.4% | 5,850,880 | 0 | 5,850,880 | 0 |
| ESL
Institutional Partners, L.P. | 13,059,401 (1) | 31.4% | 1,392 | 0 | 1,392 | 0 |
| ESL
Investors, L.L.C. | 13,059,401 (1) | 31.4% | 1,932,801 | 0 | 1,932,801 | 0 |
| Acres
Partners, L.P. | 13,059,401 (1) | 31.4% | 2,000,000 | 0 | 2,000,000 | 0 |
| RBS
Investment Management, L.L.C. | 13,059,401 (1) | 31.4% | 1,392 (2) | 0 | 1,392 (2) | 0 |
| Tynan,
LLC | 13,059,401 (1) | 31.4% | 18,936 | 0 | 18,936 | 0 |
| RBS
Partners, L.P. | 13,059,401 (1) | 31.4% | 7,783,681 (4) | 0 | 7,783,681 (4) | 0 |
| ESL
Investments, Inc. | 13,059,401 (1) | 31.4% | 9,785,073 (5) | 0 | 9,785,073 (5) | 0 |
| Edward
S. Lampert | 13,059,401 (1) | 31.4% | 13,025,178 (6) | 0 | 10,767,177 (3) | 0 |
| William
C. Crowley | 13,059,401 (1) | 31.4% | 34,223 (7) | 0 | 22,827 (3) | 0 |

PAGE 13 OF 17

(1) This number consists of 5,850,880 Shares held by Partners, 1,392 Shares held by Institutional, 1,932,801 Shares held in an account established by the investment member of Investors, 2,000,000 Shares held by Acres, 18,936 Shares held by Tynan, 15,287 Shares held by Mr. Crowley, 3,208,766 Shares held by Mr. Lampert and 31,339 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 1,392 Shares held by Institutional.

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

(4) This number consists of 5,850,880 Shares held by Partners and 1,932,801 Shares held in an account established by the investment member of Investors.

(5) This number consists of 5,850,880 Shares held by Partners, 1,392 Shares held by Institutional, 1,932,801 Shares held in an account established by the investment member of Investors and 2,000,000 Shares held by Acres.

(6) This number consists of 5,850,880 Shares held by Partners, 1,392 Shares held by Institutional, 1,932,801 Shares held in an account established by the investment member of Investors, 2,000,000 Shares held by Acres, 3,208,766 Shares held by Mr. Lampert and 31,339 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 18,936 Shares held by Tynan and 15,287 Shares held by Mr. Crowley.

In addition, Mr. Crowley directly owns options, which are not exercisable in the next 60 days, to purchase 6,000 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 June 15, 2011, the record date of the last Amendment on Schedule 13D by the Filing Persons.

(d) Not applicable.

(e) Not applicable.

PAGE 14 OF 17

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: June 21, 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