Sec Form 4 Filing - Halsell Rodney C. @ AUTOZONE INC - 2018-11-02

Insider filing report for Changes in Beneficial Ownership
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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
Halsell Rodney C.
2. Issuer Name and Ticker or Trading Symbol
AUTOZONE INC [ AZO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Sr. Vice President
(Last) (First) (Middle)
123 S. FRONT STREET, DEPT. 8074
3. Date of Earliest Transaction (MM/DD/YY)
11/02/2018
(Street)
MEMPHIS, TN38103
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 11/02/2018 M 2,360 A $ 507.79 2,736.6294 D
Common Stock 11/02/2018 M 1,550 A $ 425.11 4,286.6294 D
Common Stock 11/02/2018 M 1,477 A $ 587.13 5,763.6294 D
Common Stock 11/02/2018 S 1,458 D $ 752.1064 ( 1 ) 4,305.6294 D
Common Stock 11/02/2018 S 3,929 D $ 750.877 ( 2 ) 376.6294 D
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
Non-Qualified Stock Option (right to buy) ( 3 ) $ 507.79 11/02/2018 M 2,360 ( 4 ) 09/24/2024 Common Stock 2,360 $ 0 0 D
Non-Qualified Stock Option (right to buy) ( 5 ) $ 587.13 11/02/2018 M 1,477 ( 6 ) 09/27/2027 Common Stock 1,477 $ 0 4,433 D
Non-Qualified Stock Option (right to buy) ( 3 ) $ 425.11 11/02/2018 M 1,550 ( 7 ) 10/02/2023 Common Stock 1,550 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Halsell Rodney C.
123 S. FRONT STREET
DEPT. 8074
MEMPHIS, TN38103
Sr. Vice President
Signatures
/s/ Rodney C. Halsell 11/02/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This price represents the 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 $751.9757 - $752.2657 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.
( 2 )This price represents the 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 $750.8461 - $751.4057 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.
( 3 )Granted in accordance with the AutoZone, Inc. 2011 Equity Incentive Award Plan.
( 4 )Options exercisable in one-fourth increments on September 23, 2015, 2016, 2017 and 2018, respectively.
( 5 )Granted in accordance with the Amended and Restated AutoZone, Inc. 2011 Equity Incentive Award Plan.
( 6 )Options exercisable in one-fourth increments on September 26, 2018, 2019, 2020 and 2021, respectively.
( 7 )Options exercisable in one-fourth increments on October 1, 2014, 2015, 2016 and 2017, respectively.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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