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Filing Details

Accession Number:: 0001209191-12-023219
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-04-16 21:42:25
Reporting Period:: 2012-04-12

Filing Date:: 2012-04-16
Accepted Time:: 2012-04-16 21:42:25
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
866787	Autozone Inc	AZO	Retail-Auto & Home Supply Stores (5531)	621482048

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1228976	C William Crowley	200 Greenwich Avenue Greenwich CT 06830		Yes	No	No	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $0.01 Per Share	Disposition	2012-04-12	124	$379.15	5,168	No	4	S	Indirect	See Footnotes
Common Stock, Par Value $0.01 Per Share	Disposition	2012-04-13	11	$379.71	5,157	No	4	S	Indirect	See Footnotes
Common Stock, Par Value $0.01 Per Share	Disposition	2012-04-13	68	$382.12	5,089	No	4	S	Indirect	See Footnotes
Common Stock, Par Value $0.01 Per Share	Disposition	2012-04-16	17	$381.11	5,072	No	4	S	Indirect	See Footnotes
Common Stock, Par Value $0.01 Per Share	Disposition	2012-04-16	4	$381.94	5,068	No	4	S	Indirect	See Footnotes
Common Stock, Par Value $0.01 Per Share	Disposition	2012-04-16	5	$383.04	5,063	No	4	S	Indirect	See Footnotes
Common Stock, Par Value $0.01 Per Share	Disposition	2012-04-12	63	$379.15	2,866	No	4	S	Indirect	See Footnotes
Common Stock, Par Value $0.01 Per Share	Disposition	2012-04-13	6	$379.71	2,860	No	4	S	Indirect	See Footnotes
Common Stock, Par Value $0.01 Per Share	Disposition	2012-04-13	35	$382.12	2,825	No	4	S	Indirect	See Footnotes
Common Stock, Par Value $0.01 Per Share	Disposition	2012-04-16	10	$381.11	2,815	No	4	S	Indirect	See Footnotes
Common Stock, Par Value $0.01 Per Share	Disposition	2012-04-16	2	$381.94	2,813	No	4	S	Indirect	See Footnotes
Common Stock, Par Value $0.01 Per Share	Disposition	2012-04-16	3	$383.04	2,810	No	4	S	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock, Par Value $0.01 Per Share	1,281	Direct

Footnotes

This price represents the approximate 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 $379.10 to $379.32 per Share. The reporting person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.
This statement is filed by and on behalf of William C. Crowley. Mr. Crowley is the President and Chief Operating Officer of, and may be deemed to beneficially own securities owned by, ESL Investments, Inc. ("Investments"). Investments, together with its affiliates, beneficially owns securities of the Issuer.
The reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the beneficial owner of any securities covered by this statement. The reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.
The reporting person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Exchange Act. The reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer.
Represents securities directly beneficially owned by Tynan, LLC ("Tynan"). Mr. Crowley is the manager and a member of, and may be deemed to beneficially own securities owned by, Tynan.
This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $379.50 to $380.18 per Share. The reporting person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.
This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $381.50 to $382.43 per Share. The reporting person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.
This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $380.80 to $381.79 per Share. The reporting person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.
This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $381.91 to $382.00 per Share. The reporting person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.
This price represents the approximate weighted average price per Share of sales that were executed at prices ranging from $383.00 to $383.17 per Share. The reporting person undertakes to provide, upoon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.
Represents securities directly beneficially owned by a grantor retained annuity trust. Mr. Crowley is the trustee of, and may be deemed to beneficially own securities owned by, the grantor retained annuity trust.
Represents Shares directly beneficially owned by Mr. Crowley, including 975.7 Shares underlying restricted stock units. The Shares underlying the restricted stock units will be delivered to Mr. Crowley in a single lump-sum payment on the fifth anniversary of the date on which he ceases to be a director for any reason, provided that he incurs a "separation from service" from the Issuer (within the meaning of Section 409A of the Internal Revenue Code and the related Treasury Regulations). Fractions of restricted stock units are subject to cash settlement upon delivery of the Shares underlying the restricted stock units.