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
 
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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*
GRAVES EARL G JR

(Last) (First) (Middle)
123 SOUTH FRONT STREET

(Street)
MEMPHIS TN 38103

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/04/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 04/04/2019 M 250 A $159.18 4,356.66 D
Common Stock 04/04/2019 S 250 D $1,038.6799 4,106.66 D
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
Non-Qualified Stock Option (right to buy)(1) $159.18 04/04/2019 M 250 01/01/2013 01/01/2020 Common Stock 250 $0.0000 750 D
Explanation of Responses:
1. Granted in accordance with the AutoZone, Inc. 2003 Director Stock Option Plan.
Remarks:
gravese-poa040419.txt
/s/Kristen C. Wright, as attorney-in-fact 04/04/2019
** 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.
POWER OF ATTORNEY


	The undersigned hereby authorizes and designates Kristen C. Wright, Maria M.
Leggett, and Kevin A. Williams, and each of them, as his true and lawful agent
and attorney-in-fact to sign on his behalf any and all statements on Form 144
under the Securities Act of 1933, as amended, and the rules promulgated
thereunder (including, but not limited to, Rule 144), with respect to shares of
Common Stock or other equity securities of AutoZone, Inc. held by the
undersigned or with respect to transactions in such shares or other equity
securities by the undersigned, and to file on his behalf, any and all such
reports with the Securities and Exchange Commission, the New York Stock Exchange
  and AutoZone, Inc. and hereby ratifies any such action by such agent or
attorney-in-fact.  This power of attorney shall become effective as of the date
indicated below and shall remain effective for so long as the undersigned shall
be an officer or director of AutoZone, Inc. unless sooner revoked by the
undersigned in writing.


							/s/ Earl G. Graves, Jr.
							Earl G. Graves, Jr.

Date: 	12/19/17	.