SEC Filing | AutoZone, Inc

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

GOULD ERIC S.

(Last)

(First)

(Middle)

123 SOUTH FRONT STREET

(Street)

MEMPHIS

38103

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/08/2021

3. Issuer Name and Ticker or Trading Symbol
AUTOZONE INC [ AZO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Sr. Vice President

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	847.2386	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option (right to buy)	⁽¹⁾	10/02/2023	Common Stock	2,550	425.11	D
Non-Qualified Stock Option (right to buy)	⁽²⁾	09/24/2024	Common Stock	2,360	507.79	D
Non-Qualified Stock Option (right to buy)	⁽³⁾	09/27/2027	Common Stock	1,615	587.13	D
Non-Qualified Stock Option (right to buy)	⁽⁴⁾	10/07/2025	Common Stock	2,100	744.62	D
Non-Qualified Stock Option (right to buy)	⁽⁵⁾	09/24/2026	Common Stock	1,500	744.85	D
Non-Qualified Stock Option (right to buy)	⁽⁶⁾	09/26/2028	Common Stock	1,275	772.8	D
Non-Qualified Stock Option (right to buy)	⁽⁷⁾	10/08/2029	Common Stock	1,713	1,060.81	D
Non-Qualified Stock Option (right to buy)	⁽⁸⁾	10/07/2030	Common Stock	1,500	1,139.99	D

Explanation of Responses:

1. Options exercisable in one-fourth increments on October 1, 2014, 2015, 2016 and 2017, respectively.

2. Options exercisable in one-fourth increments on September 23, 2015, 2016, 2017, and 2018 respectively.

3. Options exercisable in one-fourth increments on September 26, 2018, 2019, 2020 and 2021, respectively.

4. Options exercisable in one-fourth increments on October 6, 2016, 2017, 2018, and 2019, respectively.

5. Options exercisable in one-fourth increments on September 23, 2017, 2018, 2019 and 2020, respectively.

6. Options exercisable in one-fourth increments on September 25, 2019, 2020, 2021 and 2022, respectively.

7. Options exercisable in one-fourth increments on October 7, 2020, 2021,2022, and 2023 respectively.

8. Options exercisable in one-fourth increments on October 7, 2021, 2022, 2023, and 2024 respectively.

Remarks:

All stock options reported in Table II were granted in accordance with the Amended and Restated AutoZone, Inc. 2011 Equity Incentive Award Plan. poagouldex24.txt

	/s/ Eric Gould	02/08/2021
	** 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 5 (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, Priya A.
Galante and Jason Bess, and each of them, as his true and lawful agent and
attorney-in-fact to sign on behalf any and all statements on:

(1)   	Form 3, Form 4 and Form 5 under Section 16 of the Securities Exchange Act
			of 1934, as amended, and the rules promulgated thereunder, and

(2)    	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 her 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.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 8th day of February, 2021.



						/s/ Eric Gould
						Name: Eric Gould