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Filing Details

Accession Number:: 0000898822-10-000367
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2010-06-03 13:00:00
Reporting Period:: 2010-06-01

Filing Date:: 2010-06-03
Accepted Time:: 2010-06-03 07:40:13
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
866787	Autozone Inc	AZO	Retail-Auto & Home Supply Stores (5531)	621482048

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
860585	/Ct P L Partners Rbs	200 Greenwich Avenue Greenwich CT 06830	No	No	Yes	No
923727	Esl Partners, L.p.	200 Greenwich Avenue Greenwich CT 06830	No	No	Yes	No
1126396	Esl Investments Inc	200 Greenwich Avenue Greenwich CT 06830	No	No	Yes	No
1183200	S Edward Lampert	200 Greenwich Avenue Greenwich CT 06830	No	No	Yes	No
1249797	Rbs Investment Management Llc	200 Greenwich Ave Greenwich CT 06830	No	No	Yes	No
1249801	Esl Institutional Partners Lp	200 Greenwich Ave Greenwich CT 06830	No	No	Yes	No
1249806	Esl Investors Llc	200 Greenwich Ave Greenwich CT 06830	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $0.01 Per Share	Disposition	2010-06-01	52,127	$193.86	12,212,132	No	4	S	Indirect	See Footnotes
Common Stock, Par Value $0.01 Per Share	Disposition	2010-06-02	242,952	$192.14	11,969,180	No	4	S	Indirect	See Footnotes
Common Stock, Par Value $0.01 Per Share	Disposition	2010-06-01	11,546	$193.86	2,705,119	No	4	S	Indirect	See Footnotes
Common Stock, Par Value $0.01 Per Share	Disposition	2010-06-02	53,817	$192.14	2,651,302	No	4	S	Indirect	See Footnotes
Common Stock, Par Value $0.01 Per Share	Disposition	2010-06-01	8	$193.86	1,956	No	4	S	Indirect	See Footnotes
Common Stock, Par Value $0.01 Per Share	Disposition	2010-06-02	39	$192.14	1,917	No	4	S	Indirect	See Footnotes
Common Stock, Par Value $0.01 Per Share	Disposition	2010-06-01	2,253	$193.86	527,766	No	4	S	Indirect	See Footnotes
Common Stock, Par Value $0.01 Per Share	Disposition	2010-06-02	10,500	$192.14	517,266	No	4	S	Indirect	See Footnotes
Common Stock, Par Value $0.01 Per Share	Disposition	2010-06-01	3,594	$193.86	842,065	No	4	S	Direct
Common Stock, Par Value $0.01 Per Share	Disposition	2010-06-02	16,752	$192.14	825,313	No	4	S	Direct
Common Stock, Par Value $0.01 Per Share	Disposition	2010-06-02	2,275,821	$0.00	9,693,359	No	5	J	Indirect	See Footnotes
Common Stock, Par Value $0.01 Per Share	Disposition	2010-06-02	2,275,821	$0.00	0	No	5	J	Indirect	See Footnotes
Common Stock, Par Value $0.01 Per Share	Disposition	2010-06-02	1,182,851	$0.00	2,000,000	No	5	J	Indirect	See Footnotes
Common Stock, Par Value $0.01 Per Share	Disposition	2010-06-02	506,921	$0.00	0	No	5	J	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Direct
No	4	S	Direct
No	5	J	Indirect	See Footnotes
No	5	J	Indirect	See Footnotes
No	5	J	Indirect	See Footnotes
No	5	J	Indirect	See Footnotes

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock, Par Value $0.01 Per Share	31,316	Indirect	See Footnotes
Common Stock, Par Value $0.01 Per Share	3,558,679	Direct

Footnotes

This price represents the approximate 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 $193.75 to $194.04 per Share. The Reporting Persons undertake 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.
These Shares are held by ESL Partners, L.P. ("Partners").
This price represents the approximate weighted average price per Share of sales that were executed at prices ranging from $192.00 to $192.43 per Share. The Reporting Persons undertake 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.
These Shares are held in an account established by the investment member of ESL Investors, L.L.C. ("Investors").
These Shares are held by ESL Institutional Partners, L.P. ("Institutional").
These Shares are held by ESL Investments, Inc. ("Investments").
These Shares are held by Edward S. Lampert.
As part of an internal restructuring by the Reporting Persons that occurred on June 2, 2010, Partners distributed these Shares to its general partner, RBS Partners, L.P. ("RBS"). RBS then immediately distributed 2,257,761 of these Shares to Mr. Lampert and 18,060 of these Shares to William C. Crowley. Mr. Lampert and Mr. Crowley are parties to an agreement with Partners that generally requires Mr. Lampert and Mr. Crowley to sell these Shares received, and to make certain purchases of additional Shares of the Issuer, on a pro rata basis with Partners, at the same time and on substantially the same economic terms and conditions (subject to certain legal, tax, accounting or regulatory considerations).
The internal restructuring transactions described herein will result in direct ownership by Mr. Lampert and Mr. Crowley of a portion of their respective indirect ownership interests in the Issuer. Specifically, Partners is making a partial distribution to RBS based on RBS's pro rata share of the assets of Partners. Of that distribution, a portion of the Shares indirectly owned by Mr. Lampert will initially be retained by ESL Partners and, upon expiration or termination of the waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended ("HSR Approval"), will be distributed to RBS, which in turn will make a distribution to Mr. Lampert. Filing for HSR Approval is expected to be made shortly.
As a result of this internal restructuring, described in footnote 8 above and footnote 15 below, both after the distribution of Shares reflected in this filing, and after the additional distribution of Shares to Mr. Lampert upon receiving HSR Approval, the combined direct and indirect ownership of Mr. Lampert and Mr. Crowley in the Issuer, and the pecuniary interest of each of Mr. Lampert and Mr. Crowley in the Issuer, will not change.
These Shares were distributed by RBS to Mr. Lampert and Mr. Crowley as a result of the transactions described in footnote 8 above.
These Shares are held by RBS.
These shares were distributed by Acres Partners, L.P. ("Acres") to its limited partners.
These Shares are held by Acres.
These Shares were distributed by Investments to Mr. Lampert and Mr. Crowley. As a result of this transaction, Mr. Lampert directly holds Shares in which he previously held an indirect interest through his interest in Investments.
These Shares are held in grantor retained annuity trusts, of which Mr. Lampert is the trustee.
These Shares include 2,257,761 Shares distributed by RBS as a result of the transactions described in footnote 8 above and 506,921 Shares distributed by Investments as a result of the transactions described in footnote 15 above. As a result of these distributions, Mr. Lampert directly holds Shares in which he previously held an indirect interest.
This Form 4 is filed on behalf of Mr. Lampert, Investments, Institutional, RBS, RBS Investment Management, L.L.C. ("RBSIM"), Partners and Investors. RBS is the general partner of Partners and the managing member of Investors. RBSIM is the general partner of Institutional. Investments is the general partner of RBS and Acres and the manager of RBSIM. Mr. Lampert is the Chairman, Chief Executive Officer and Director of Investments. Mr. Crowley is separately filing a Statement of Changes in Beneficial Ownership on Form 4 in connection with these transactions and disclaims beneficial ownership of all securities beneficially owned by Mr. Lampert.