Grant E. McGee Form 3 AUTOZONE / Grant E. McGee ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

McGee Grant E.

(Last) (First) (Middle)

123 SOUTH FRONT STREET

(Street)

MEMPHIS TN 38103

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/25/2021

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	273.4536	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (right to buy)(1)	(2)	09/26/2027	Common Stock	1,575	587.13	D
Non-Qualified Stock Option (right to buy)(1)	(3)	10/06/2025	Common Stock	500	744.62	D
Non-Qualified Stock Option (right to buy)(1)	(4)	09/23/2026	Common Stock	1,700	744.85	D
Non-Qualified Stock Option (right to buy)(1)	(5)	09/25/2028	Common Stock	2,000	772.8	D
Non-Qualified Stock Option (right to buy)(1)	(6)	10/07/2029	Common Stock	1,385	1,060.81	D

Explanation of Responses:

1. Granted in accordance with the Amended and Restated AutoZone, Inc. 2011 Equity Incentive Award Plan.

2. Options exercisable in one-fourth increments on September 26, 2018, 2019, 2020, and 2021 respectively.

3. Options exercisable in one-fourth increments on October 6, 2016, 2017, 2018, and 2019, respectively.

4. Options exercisable in one-fourth increments on September 23, 2017, 2018, 2019 and 2020, respectively.

5. Options exercisable in one-fourth increments on September 25, 2019, 2020, 2021 and 2022, respectively.

6. Options exercisable in one-fourth increments on October 7, 2020, 2021, 2022, and 2023 respectively.

Remarks:

poamcgeeex24.txt

	/s/Kristen C. Wright, as attorney-in-fact	06/30/2021
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.