SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

RHODES WILLIAM C III

(Last)

(First)

(Middle)

123 SOUTH FRONT STREET

(Street)

MEMPHIS

38103

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AUTOZONE INC [ AZO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
10/10/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/10/2024		M		13,000	A	$772.8	26,857.0463	D
Common Stock	10/10/2024		S		41	D	$3,089.46⁽¹⁾	26,816.0463	D
Common Stock	10/10/2024		S		100	D	$3,140.59	26,716.0463	D
Common Stock	10/10/2024		S		100	D	$3,139.55	26,616.0463	D
Common Stock	10/10/2024		S		100	D	$3,127.87	26,516.0463	D
Common Stock	10/10/2024		S		100	D	$3,122.61	26,416.0463	D
Common Stock	10/10/2024		S		100	D	$3,107.38	26,316.0463	D
Common Stock	10/10/2024		S		100	D	$3,094.71	26,216.0463	D
Common Stock	10/10/2024		S		191	D	$3,097.71⁽²⁾	26,025.0463	D
Common Stock	10/10/2024		S		200	D	$3,111.57⁽³⁾	25,825.0463	D
Common Stock	10/10/2024		S		200	D	$3,108.98	25,625.0463	D
Common Stock	10/10/2024		S		200	D	$3,105.12	25,425.0463	D
Common Stock	10/10/2024		S		200	D	$3,103.38	25,225.0463	D
Common Stock	10/10/2024		S		300	D	$3,128.87⁽⁴⁾	24,925.0463	D
Common Stock	10/10/2024		S		300	D	$3,120.15⁽⁵⁾	24,625.0463	D
Common Stock	10/10/2024		S		300	D	$3,101.33⁽⁶⁾	24,325.0463	D
Common Stock	10/10/2024		S		400	D	$3,117.96⁽⁷⁾	23,925.0463	D
Common Stock	10/10/2024		S		535	D	$3,093.99⁽⁸⁾	23,390.0463	D
Common Stock	10/10/2024		S		574	D	$3,100.19⁽⁹⁾	22,816.0463	D
Common Stock	10/10/2024		S		600	D	$3,115.02⁽¹⁰⁾	22,216.0463	D
Common Stock	10/10/2024		S		658	D	$3,092.64⁽¹¹⁾	21,558.0463	D
Common Stock	10/10/2024		S		700	D	$3,138.73⁽¹²⁾	20,858.0463	D
Common Stock	10/10/2024		S		1,000	D	$3,115.95⁽¹³⁾	19,858.0463	D
Common Stock	10/10/2024		S		1,054	D	$3,121.08	18,804.0463	D
Common Stock	10/10/2024		S		1,128	D	$3,091.99⁽¹⁴⁾	17,676.0463	D
Common Stock	10/10/2024		S		1,700	D	$3,102.03	15,976.0463	D
Common Stock	10/10/2024		S		2,119	D	$3,096.05⁽¹⁵⁾	13,857.0463	D
Common Stock								50	I	As Co-Trustee for Siblings' Trust #2
Common Stock								177	I	As Trustee for Daughter's Trust
Common Stock								176	I	As Trustee for Son's trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$772.8	10/10/2024		M			13,000	⁽¹⁶⁾	09/26/2028	Common Stock	13,000	$0.0000	0.0000	D

Explanation of Responses:

1. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $3,089.27 - $3,089.78 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.

2. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $3,097.03 - $3,098.02 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.

3. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $3,111.49 - $3,111.66 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.

4. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $3,128.37 - $3,129.12 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.

5. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $3,119.88 - $3,120.45 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.

6. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $3,100.78 - $3,101.60 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.

7. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $3,117.65 - $3,118.33 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.

8. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $3,093.40 - $3,094.38 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.

9. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $3,099.46 - $3,100.35 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.

10. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $3,114.36 - $3,115.29 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.

11. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $3,092.39 - $3,093.16 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.

12. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $3,138.36 - $3,138.95 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.

13. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $3,115.92 - $3,116.00 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.

14. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $3,091.26 - $3,092.07 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.

15. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $3,096.00 - $3,096.92 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.

16. Options are granted in accordance with the Amended and Restated AutoZone, Inc. 2011 Equity Incentive Award Plan and exercisable in one-fourth increments on September 25, 2019, 2020, 2021 and 2022, respectively.

	/s/ William C. Rhodes III	10/11/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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