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Filing Details

Accession Number:: 0000898822-10-000364
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2010-06-02 13:00:00
Reporting Period:: 2010-06-01

Filing Date:: 2010-06-02
Accepted Time:: 2010-06-02 21:59:51
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	Insider Title	Director	Officer	Large Shareholder	Other
1228976	C William Crowley	200 Greenwich Avenue Greenwich CT 06830		Yes	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	68	$193.86	15,970	No	4	S	Indirect	See Footnotes
Common Stock, Par Value $0.01 Per Share	Acquisiton	2010-06-02	18,060	$0.00	34,030	No	4	J	Indirect	See Footnotes
Common Stock, Par Value $0.01 Per Share	Disposition	2010-06-02	318	$192.14	33,712	No	4	S	Indirect	See Footnotes
Common Stock, Par Value $0.01 Per Share	Acquisiton	2010-06-02	10,345	$0.00	44,057	No	4	J	Indirect	See Footnotes

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

Footnotes

As part of an internal restructuring by the Reporting Persons that occurred on June 2, 2010, ESL Partners, L.P. ("Partners") distributed these shares of common stock, par value $0.01 per share ("Shares"), of AutoZone, Inc. (the "Issuer") to its general partner, RBS Partners, L.P. ("RBS"). RBS then immediately distributed 2,257,761 of these Shares to Edward S. 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 con-siderations).
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 1 above and footnote 5 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 are held by Tynan, LLC, ("Tynan") a limited liability company of which Mr. Crowley is the sole member.
These Shares were distributed by ESL Investments, Inc. ("Investments") to Mr. Lampert and Mr. Crowley. As a result of this transaction, Mr. Crowley directly holds Shares in which he previously held an indirect interest.
This Form 4 is filed on behalf of Mr. Crowley. Mr. Crowley is the President and Chief Operating Officer of Investments, which together with various of its affiliates beneficially owns securities of the Issuer. Mr. Crowley disclaims beneficial ownership of all securities of the Issuer beneficially owned by Investments and Mr. Lampert. Mr. Lampert 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. Crowley.