0001209191-12-005234.txt : 20120124 0001209191-12-005234.hdr.sgml : 20120124 20120124203217 ACCESSION NUMBER: 0001209191-12-005234 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120120 FILED AS OF DATE: 20120124 DATE AS OF CHANGE: 20120124 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AUTOZONE INC CENTRAL INDEX KEY: 0000866787 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO & HOME SUPPLY STORES [5531] IRS NUMBER: 621482048 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 123 SOUTH FRONT ST CITY: MEMPHIS STATE: TN ZIP: 38103 BUSINESS PHONE: 9014956500 MAIL ADDRESS: STREET 1: P O BOX 2198 STREET 2: DEPT 8074 CITY: MEMPHIS STATE: TN ZIP: 38101-2198 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CROWLEY WILLIAM C CENTRAL INDEX KEY: 0001228976 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10714 FILM NUMBER: 12543012 BUSINESS ADDRESS: STREET 1: 200 SW 1ST AVE STREET 2: SUITE 1600 CITY: FORT LAUDERDALE STATE: FL ZIP: 33301 BUSINESS PHONE: 9547696000 MAIL ADDRESS: STREET 1: 200 SW 1ST AVE STREET 2: SUITE 1600 CITY: FORT LAUDERDALE STATE: FL ZIP: 33301 4 1 doc4.xml FORM 4 SUBMISSION X0304 4 2012-01-20 0 0000866787 AUTOZONE INC AZO 0001228976 CROWLEY WILLIAM C 200 GREENWICH AVENUE GREENWICH CT 06830 1 0 1 0 Common Stock, par value $0.01 per share 2012-01-20 4 S 0 708 347.04 D 8846 I See Footnotes Common Stock, par value $0.01 per share 2012-01-23 4 S 0 237 347.13 D 8609 I See Footnotes Common Stock, par value $0.01 per share 2012-01-24 4 S 0 59 346.79 D 8550 I See Footnotes Common Stock, par value $0.01 per share 2012-01-20 4 S 0 366 347.04 D 1375 D Common Stock, par value $0.01 per share 2012-01-23 4 S 0 125 347.13 D 1250 D Common Stock, par value $0.01 per share 2012-01-24 4 S 0 27 346.79 D 1223 D Common Stock, par value $0.01 per share 4507 I See 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 $347.00 to $347.95 per Share. The Reporting Persons undertake 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. These Shares are held by Tynan, LLC, a limited liability company of which William C. Crowley is the manager and a member. This Form 4 is filed on behalf of Mr. Crowley. Mr. Crowley is the President and Chief Operating Officer of ESL Investments, Inc. ("Investments") which together with various of its affiliates beneficially owns securities of the Issuer. Mr. Crowley disclaims beneficial ownership of all securities of the Issuer beneficially owned by Investments. This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $347.00 to $347.72 per Share. The Reporting Persons undertake 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 $346.52 to $347.43 per Share. The Reporting Persons undertake 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. These Shares are held directly by Mr. Crowley. These Shares are held in a grantor retained annuity trust, of which Mr. Crowley is the trustee. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), each of the Reporting Persons may be deemed to be the beneficial owner of the securities reported herein only to the extent of his or its pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that any of the Reporting Persons is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount. /s/ William C. Crowley 2012-01-24