SEC Form 4 · accession 0001225208-15-018668

AUTOZONE INC · AZO

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

William C Rhodes III

Officer — Chairman, President & CEO · Director

Period of report

Sep 24, 2015

Accepted (ET)

Sep 25, 2015 · 4:26 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000866787

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	Sep 24, 2015	M	38,600	$115.38	A	65,126	D
Common Stock^F1	Sep 24, 2015	S	1,300	$746.3028	D	63,826	D
Common Stock^F2	Sep 24, 2015	S	2,500	$747.5453	D	61,326	D
Common Stock^F3	Sep 24, 2015	S	8,733	$745.3766	D	52,593	D
Common Stock^F4	Sep 24, 2015	S	12,361	$744.4845	D	40,232	D
Common Stock^F5	Sep 24, 2015	S	13,706	$743.4307	D	26,526	D
Common Stock	holding	—	—		—	847	I	As Custodian for Daughter
Common Stock	holding	—	—		—	847	I	As Custodian for Son
Common Stock	holding	—	—		—	44	I	As Trustee for Daughter's Trust
Common Stock	holding	—	—		—	44	I	As Trustee for son's trust
Common Stock	holding	—	—		—	17,696	I	By Trust for Wife

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Non-Qualified Stock Option (right to buy)^F6,F7	$115.38	Sep 24, 2015	M	38,600	D	—	Sep 26, 2017	Common Stock	38,600	0	D

Explanation of responses

F1This 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 $746.00 - $746.9959 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.
F2This 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 $747.235 - $748.00 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.
F3This 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 $745.00 - $745.94 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.
F4This 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 $744.04 - $744.96 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.
F5This 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 $743.00 - $743.99 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.
F6Granted in accordance with the AutoZone, Inc. 2006 Stock Option Plan.
F7Options exercisable in one-fourth increments on September 25, 2008, 2009, 2010 and 2011, respectively.