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SEC FORM 4 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*
LAMPERT EDWARD S
(Last) (First) (Middle)
200 GREENWICH AVENUE
(Street)
GREENWICH CT 06830
(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/23/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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, par value $0.01 per share 06/23/2009 S 32,954 D $155.06(2) 13,296,168 I See Footnotes(1)(10)
Common Stock, par value $0.01 per share 06/23/2009 S 7,299 D $155.06(2) 2,945,220 I See Footnotes(3)(10)
Common Stock, par value $0.01 per share 06/23/2009 S 174 D $155.06(2) 70,380 I See Footnotes(4)(10)
Common Stock, par value $0.01 per share 06/23/2009 S 14,279 D $155.06(2) 5,761,593 I See Footnotes(5)(10)
Common Stock, par value $0.01 per share 06/23/2009 J(6) 2,578,742 D $0 3,182,851 I See Footnotes(5)(10)
Common Stock, par value $0.01 per share 06/23/2009 S 2,091 D $155.06(2) 843,638 I See Footnotes(7)(10)
Common Stock, par value $0.01 per share 06/23/2009 S 54 D $155.06(2) 21,720 D(8)(10)
Common Stock, par value $0.01 per share 574,610(9) I See Footnotes(9)(10)
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
1. Name and Address of Reporting Person*
LAMPERT EDWARD S
(Last) (First) (Middle)
200 GREENWICH AVENUE
(Street)
GREENWICH CT 06830
(City) (State) (Zip)
1. Name and Address of Reporting Person*
ESL INVESTMENTS INC
(Last) (First) (Middle)
200 GREENWICH AVENUE
(Street)
GREENWICH CT 06830
(City) (State) (Zip)
1. Name and Address of Reporting Person*
ESL PARTNERS LP
(Last) (First) (Middle)
200 GREENWICH AVENUE
(Street)
GREENWICH CT 06830
(City) (State) (Zip)
1. Name and Address of Reporting Person*
RBS PARTNERS L P /CT
(Last) (First) (Middle)
200 GREENWICH AVENUE
(Street)
GREENWICH CT 06830
(City) (State) (Zip)
1. Name and Address of Reporting Person*
ESL INVESTORS LLC
(Last) (First) (Middle)
200 GREENWICH AVENUE
(Street)
GREENWICH CT 06830
(City) (State) (Zip)
1. Name and Address of Reporting Person*
ESL INSTITUTIONAL PARTNERS LP
(Last) (First) (Middle)
200 GREENWICH AVENUE
(Street)
GREENWICH CT 06830
(City) (State) (Zip)
1. Name and Address of Reporting Person*
RBS INVESTMENT MANAGEMENT LLC
(Last) (First) (Middle)
200 GREENWICH AVENUE
(Street)
GREENWICH CT 06830
(City) (State) (Zip)
1. Name and Address of Reporting Person*
ACRES PARTNERS L P
(Last) (First) (Middle)
200 GREENWICH AVENUE
(Street)
GREENWICH CT 06830
(City) (State) (Zip)
Explanation of Responses:
1. These shares of common stock, par value $0.01 per share ("Shares"), of AutoZone, Inc. (the "Issuer") are held by ESL Partners, L.P. ("Partners").
2. This price represents the approximate weighted average price per Share of sales that were executed at prices ranging from $155.00 to $155.18 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.
3. These Shares are held in an account established by the investment member of ESL Investors, L.L.C. ("Investors").
4. These Shares are held by ESL Institutional Partners, L.P. ("Institutional").
5. These Shares are held by Acres Partners, L.P. ("Acres").
6. These Shares were distributed to the partners of Acres for no consideration. Of the 2,578,742 Shares that Acres distributed, 574,610 were distributed to ESL Investments, Inc. ("Investments"), which is the general partner of Acres.
7. These Shares are held by RBS Partners, L.P. ("RBS").
8. These Shares are held by Edward S. Lampert.
9. These Shares are held by Investments. Investments received direct ownership of these Shares on June 23 in a distribution for no consideration from Acres, of which Investments is the general partner.
10. This Form 4 is filed on behalf of Mr. Lampert, Investments, RBS, Partners, Investors, Institutional, RBSIM and Acres. RBS is the general partner of Partners and the managing member of Investors. RBS Investment Management, L.L.C. ("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.
Remarks:
Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), each of the Reporting Persons may be deemed to be the beneficial owner of the securities reported herein only to the extent of his or its pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that any of the Reporting Persons is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount.
/s/ Edward S. Lampert (See signatures of Reporting Persons as Exhibit 99.1) 06/23/2009
** 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.
                                                                    Exhibit 99.1


                            Joint Filer Information


Date of Event Requiring Statement:      June 23, 2009

Issuer Name and Ticker or Trading
Symbol:                                 AutoZone, Inc. (AZO)

Designated Filer:                       Edward S. Lampert

Other Joint Filers:                     ESL Investments, Inc., RBS Partners,
                                        L.P., ESL Partners, L.P., ESL
                                        Investors, L.L.C., ESL Institutional
                                        Partners, L.P., RBS Investment
                                        Management, L.L.C. and Acres Partners,
                                        L.P.

Addresses:                              The principal business address of each
                                        of the Joint Filers above is
                                        200 Greenwich Avenue, Greenwich,
                                        CT 06830.

Signatures:                             EDWARD S. LAMPERT

                                        /s/ Edward S. Lampert
                                        ----------------------------------------
                                        Edward S. Lampert

                                        ESL INVESTMENTS, INC.

                                        By:  /s/ Adrian J. Maizey
                                             ---------------------------------
                                             Name:  Adrian J. Maizey
                                             Title: Chief Financial Officer

                                        RBS PARTNERS, L.P.

                                        By:  ESL Investments, Inc., as its
                                             general partner

                                        By:  /s/ Adrian J. Maizey
                                             ---------------------------------
                                             Name:  Adrian J. Maizey
                                             Title: Chief Financial Officer

                                        ESL PARTNERS, L.P.

                                        By:  RBS Partners, L.P., as its general
                                             partner

                                        By:  ESL Investments, Inc., as its
                                             general partner

                                        By:  /s/ Adrian J. Maizey
                                             ---------------------------------
                                             Name:  Adrian J. Maizey
                                             Title: Chief Financial Officer

                                        ESL INVESTORS, L.L.C.

                                        By:  RBS Partners, L.P., as its manager

                                        By:  ESL Investments, Inc., as its
                                             general partner

                                        By:  /s/ Adrian J. Maizey
                                             ---------------------------------
                                             Name:  Adrian J. Maizey
                                             Title: Chief Financial Officer

                                        ESL INSTITUTIONAL PARTNERS, L.P.

                                        By:  RBS Investment Management, L.L.C.,
                                             as its general partner

                                        By:  ESL Investments, Inc., as its
                                             manager

                                        By:  /s/ Adrian J. Maizey
                                             ---------------------------------
                                             Name:  Adrian J. Maizey
                                             Title: Chief Financial Officer

                                        RBS INVESTMENT MANAGEMENT. L.L.C.

                                        By:  ESL Investments, Inc., as its
                                             manager

                                        By:  /s/ Adrian J. Maizey
                                             ---------------------------------
                                             Name:  Adrian J. Maizey
                                             Title: Chief Financial Officer

                                        ACRES PARTNERS, L.P.

                                        By:  ESL Investments, Inc., as its
                                             general partner

                                        By:  /s/ Adrian J. Maizey
                                             ---------------------------------
                                             Name:  Adrian J. Maizey
                                             Title: Chief Financial Officer