Sec Form 4 Filing - LAMPERT EDWARD S @ AUTOZONE INC - 2012-01-20

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person LAMPERT EDWARD S 2. Issuer Name and Ticker or Trading Symbol AUTOZONE INC [ AZO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 200 GREENWICH AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 01/20/2012 (Street) GREENWICH, CT06830 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock, par value $0.01 per share 01/20/2012 S 182,043 D $ 347.04 ( 1 ) 2,348,049 I See Footnotes ( 2 ) ( 3 ) Common Stock, par value $0.01 per share 01/20/2012 S 51 D $ 347.04 ( 1 ) 655 I See Footnotes ( 3 ) ( 4 ) Common Stock, par value $0.01 per share 01/20/2012 S 117,930 D $ 347.04 ( 1 ) 1,529,699 D ( 3 ) ( 5 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LAMPERT EDWARD S 200 GREENWICH AVENUE GREENWICH, CT06830 X ESL PARTNERS, L.P. 200 GREENWICH AVENUE GREENWICH, CT06830 X ESL INSTITUTIONAL PARTNERS LP 200 GREENWICH AVENUE GREENWICH, CT06830 X ESL INVESTMENTS INC 200 GREENWICH AVENUE GREENWICH, CT06830 X RBS INVESTMENT MANAGEMENT LLC 200 GREENWICH AVENUE GREENWICH, CT06830 X RBS PARTNERS L P /CT 200 GREENWICH AVENUE GREENWICH, CT06830 X Signatures /s/ Edward S. Lampert 01/24/2012 Signature of Reporting Person Date 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, Chief Financial Officer 01/24/2012 Signature of Reporting Person Date 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, Chief Financial Officer 01/24/2012 Signature of Reporting Person Date ESL INVESTMENTS, INC., By: /s/ Adrian J. Maizey, Chief Financial Officer 01/24/2012 Signature of Reporting Person Date RBS INVESTMENT MANAGEMENT, L.L.C., By: ESL Investments, Inc., as its manager, By: /s/ Adrian J. Maizey, Chief Financial Officer 01/24/2012 Signature of Reporting Person Date RBS PARTNERS, L.P., By: ESL Investments, Inc., as its general partner, By: /s/ Adrian J. Maizey, Chief Financial Officer 01/24/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )These Shares are held by ESL Partners, L.P. ("Partners"). ( 3 )This Form 4 is filed on behalf of Mr. Lampert, ESL Investments, Inc. ("Investments"), ESL Institutional Partners, L.P. ("Institutional"), RBS Partners, L.P. ("RBS"), RBS Investment Management, L.L.C. ("RBSIM"), and Partners. RBS is the general partner of Partners. RBSIM is the general partner of Institutional. Investments is the general partner of RBS and the manager of RBSIM. Mr. Lampert is the Chairman, Chief Executive Officer and Director of Investments. ( 4 )These Shares are held by Institutional. ( 5 )These Shares are held by Edward S. Lampert.

Remarks: 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 ReportingPersons is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount.Page

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