AutoZone (AZO) Form 4 AUTOZONE / Preston Frazer 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Frazer Preston

(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)
Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
10/30/2023

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	10/30/2023		M		1,580	A	$744.62	2,289.4481	D
Common Stock	10/30/2023		M		1,245	A	$744.85	3,534.4481	D
Common Stock	10/30/2023		M		1,175	A	$587.13	4,709.4481	D
Common Stock	10/30/2023		M		1,475	A	$772.8	6,184.4481	D
Common Stock	10/30/2023		M		5,085	A	$1,060.81	11,269.4481	D
Common Stock	10/30/2023		M		1,200	A	$1,139.99	12,469.4481	D
Common Stock	10/30/2023		S		400	D	$2,454.38(1)	12,069.4481	D
Common Stock	10/30/2023		S		1,575	D	$2,457.76(2)	10,494.4481	D
Common Stock	10/30/2023		S		884	D	$2,458.94(3)	9,610.4481	D
Common Stock	10/30/2023		S		1,224	D	$2,460.43(4)	8,386.4481	D
Common Stock	10/30/2023		S		28	D	$2,461.14(5)	8,358.4481	D
Common Stock	10/30/2023		S		3,807	D	$2,462.79(6)	4,551.4481	D
Common Stock	10/30/2023		S		100	D	$2,465.02	4,451.4481	D
Common Stock	10/30/2023		S		1,142	D	$2,476.42(7)	3,309.4481	D
Common Stock	10/30/2023		S		48	D	$2,477.09	3,261.4481	D
Common Stock	10/30/2023		S		10	D	$2,478.28	3,251.4481	D
Common Stock	10/30/2023		S		2,542	D	$2,480.82(8)	709.4481	D
Common Stock								20	I	By Spouse
Common Stock								875	I	Family Trust

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
Non-Qualified Stock Option (right to buy)	$744.62	10/30/2023		M			1,580	(9)	10/07/2025	Common Stock	1,580	$0	0	D
Non-Qualified Stock Option (right to buy)	$744.85	10/30/2023		M			1,245	(10)	09/24/2026	Common Stock	1,245	$0	0	D
Non-Qualified Stock Option (right to buy)	$587.13	10/30/2023		M			1,175	(11)	09/27/2027	Common Stock	1,175	$0	0	D
Non-Qualified Stock Option (right to buy)	$772.8	10/30/2023		M			1,475	(12)	09/26/2028	Common Stock	1,475	$0	0	D
Non-Qualified Stock Option (right to buy)	$1,060.81	10/30/2023		M			5,085	(13)	10/08/2029	Common Stock	5,085	$0	0	D
Non-Qualified Stock Option (right to buy)	$1,139.99	10/30/2023		M			1,200	(14)	10/08/2030	Common Stock	1,200	$0	3,600	D

Explanation of Responses:

1. This price represents the weighted average price per Share, of the Issuer, of sales that were executed at prices ranging from $2,454.37 - $2,455.20 per Share, inclusive. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price within the ranges set forth in footnotes (1) through (8) to this Form 4.

2. This price represents the weighted average price per Share, of the Issuer, of sales that were executed at prices ranging from $2,457.26 - $2,458.10 per Share, inclusive.

3. This price represents the weighted average price per Share, of the Issuer, of sales that were executed at prices ranging from $2,458.65 - $2,459.58 per Share, inclusive.

4. This price represents the weighted average price per Share, of the Issuer, of sales that were executed at prices ranging from $2,459.70 - $2,460.66 per Share, inclusive.

5. This price represents the weighted average price per Share, of the Issuer, of sales that were executed at prices ranging from $2,460.90 - $2,461.84 per Share, inclusive.

6. This price represents the weighted average price per Share, of the Issuer, of sales that were executed at prices ranging from $2,462.19 - $2,463.08 per Share, inclusive.

7. This price represents the weighted average price per Share, of the Issuer, of sales that were executed at prices ranging from $2,475.95 - $2,476.70 per Share, inclusive.

8. This price represents the weighted average price per Share, of the Issuer, of sales that were executed at prices ranging from $2,480.13 - $2,481.11 per Share, inclusive.

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

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

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

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

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

14. Options exercisable in one-fourth increments on October 7, 2021, 2022, 2023, and 2024, respectively.

	/s/ Preston Frazer	11/01/2023
	** 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 4 (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.