SEC Form 4 · accession 0001225208-17-000096
AUTOZONE INC · AZO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sue Gove
Director
Period of report
Jan 1, 2017
Accepted (ET)
Jan 3, 2017 · 4:36 pm EST
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 | Dec 23, 2016 | G | 58 | $0.00 | D | 2,920 | D | |
| Common StockF1,F2,F4,F3 | Jan 1, 2017 | A | 158 | $789.79 | A | 3,078 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Granted in accordance with the Amended and Restated AutoZone, Inc. 2011 Equity Incentive Award Plan (the "Plan"). Pursuant to the AutoZone, Inc. 2016 Director Compensation Program (the "2016 Program"), directors may elect to be paid either (1) 100% of their annual retainer fees and any additional fees in the form of restricted stock units ("RSUs") or (2) $80,000 of their annual retainer fees and any additional fees in the form of cash, with the remaining portion of the annual retainer fee ($125,000) paid in the form of restricted stock units. All fees taken in the form of RSUs are paid annually and any portion of the fees to be paid in cash are paid on a quarterly basis.
- F2Restricted stock units (fully vested on the date of grant) issued to the reporting person in accordance with the Plan and the 2016 Program in lieu of a portion of the annual retainer fees in an aggregate amount equal to $125,000. The number of shares of the issuer's common stock underlying the restricted stock unit award is equal to $125,000, divided by the closing market price of a share of the issuer's common stock on December 30, 2016. The remainder of the aggregate of annual retainer fees plus additional fees will be paid in cash in quarterly installments on January 1, April 1, July 1 and October 1.
- F3The shares will be delivered to the reporting person upon the earlier of (a) the date on which the reporting person ceases to be a director for any reason, provided that such reporting person incurs a "separation from service" from the issuer (within the meaning of Section 409A of the Internal Revenue Code and the related Treasury Regulations) (the "Termination Date") or (b) the fifth anniversary of the grant date, in which event the reporting person will have an opportunity to re-defer the delivery of the shares up to one year prior to the fifth anniversary; unless the reporting person has irrevocably elected in writing by December 31, 2016, to defer the delivery of such shares until the Termination Date.
- F4The price per share is equal to the closing market price of a share of the issuer's common stock on December 30, 2016.