Thomas B Newbern Form 4 AUTOZONE / Thomas B Newbern ownership change

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^*

Newbern Thomas B

(Last) (First) (Middle)

123 SOUTH FRONT STREET

(Street)

MEMPHIS TN 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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Sr. Vice President

3. Date of Earliest Transaction (Month/Day/Year)
03/27/2015

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/27/2015		M		13,500	A	$225.74	14,564.1714	D
Common Stock	03/27/2015		M		3,650	A	$142.77	18,214.1714	D
Common Stock	03/27/2015		M		2,000	A	$115.38	20,214.1714	D
Common Stock	03/27/2015		M		800	A	$130.79	21,014.1714	D
Common Stock	03/27/2015		M		400	A	$142.77	21,414.1714	D
Common Stock	03/27/2015		M		375	A	$326	21,789.1714	D
Common Stock	03/27/2015		S		17,150	D	$680.0038(1)	4,639.1714	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 (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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Incentive Stock Option (Right to Buy)(2)	$130.79	03/27/2015		M			800	(3)	09/22/2018	Common Stock	800	$0.0000	0.0000	D
Incentive Stock Option (Right to Buy)(2)	$115.38	03/27/2015		M			2,000	(4)	09/25/2017	Common Stock	2,000	$0.0000	0.0000	D
Incentive Stock Option (Right to Buy)(5)	$326	03/27/2015		M			375	(6)	09/27/2021	Common Stock	375	$0.0000	125	D
Incentive Stock Option (Right to Buy)(2)	$142.77	03/27/2015		M			400	(7)	09/29/2019	Common Stock	400	$0.0000	0.0000	D
Non-Qualified Stock Option (right to buy)(2)	$225.74	03/27/2015		M			13,500	(8)	09/29/2020	Common Stock	13,500	$0.0000	0.0000	D
Non-Qualified Stock Option (right to buy)(2)	$142.77	03/27/2015		M			3,650	(7)	09/30/2019	Common Stock	3,650	$0.0000	0.0000	D

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 $679.6234 - $680.21 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. Granted in accordance with the AutoZone, Inc. 2006 Stock Option Plan.

3. Options exercisable in one-fourth increments on September 22, 2009, 2010, 2011 and 2012, respectively.

4. Options exercisable in one-fourth increments on September 25, 2008, 2009, 2010 and 2011, respectively.

5. Granted in accordance with the AutoZone, Inc. 2011 Equity Incentive Award Plan.

6. Options exercisable in one-fourth increments on September 27, 2012, 2013, 2014 and 2015, respectively.

7. Options exercisable in one-fourth increments on September 29, 2010, 2011, 2012 and 2013, respectively.

8. Options exercisable in one-fourth increments on September 28, 2011, 2012, 2013 and 2014, respectively.

	/s/ Thomas B. Newbern	03/30/2015
	** Signature of Reporting Person	Date
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