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*
OLSEN ROBERT D	

(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) 
	Director		10% Owner	
X	Officer (give title below)		Other (specify below)	
Corporate Development Officer	
		
	3. Date of Earliest Transaction (Month/Day/Year)
06/14/2012 		
	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	06/14/2012		M		23,500	A	$103.44 	55,232	D		
Common Stock	06/14/2012		M		16,500	A	$82 	71,732	D		
Common Stock	06/14/2012		M		5,000	A	$86.55 	76,732	D		
Common Stock	06/14/2012		S		11,931	D	$386.2596(1) 	64,801	D		
Common Stock	06/14/2012		S		14,583	D	$385.3909(2) 	50,218	D		
Common Stock	06/14/2012		S		18,486	D	$384.14(3) 	31,732	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)(4) 	$86.55 	06/14/2012		M			5,000	(5) 	04/08/2015	Common Stock	5,000	$0.0000 	0.0000	D		
Non-Qualified Stock Option (right to buy)(4) 	$103.44 	06/14/2012		M			23,500	(6) 	09/27/2016	Common Stock	23,500	$0.0000 	0.0000	D		
Non-Qualified Stock Option (right to buy)(4) 	$82 	06/14/2012		M			16,500	(7) 	10/16/2015	Common Stock	16,500	$0.0000 	0.0000	D		
Explanation of Responses:	
1. This price represents the 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 $386.02 - $386.535 per Share. The Reporting Person undertakes 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.	
2. This price represents the 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 $385.00 - $385.89 per Share. The Reporting Person undertakes 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. This price represents the 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 $384.00 - $384.98 per Share. The Reporting Person undertakes 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.	
4. Granted in accordance with the AutoZone, Inc. 1996 Stock Option Plan.	
5. Options exercisable in one-fourth increments on April 7, 2006, 2007, 2008 and 2009, respectively.	
6. Options are exercisable in one-fourth increments on September 26, 2007, 2008, 2009, and 2010, respectively.	
7. Options are exercisable in one-fourth increments on October 15, 2006, 2007, 2008, and 2009, respectively.	
	/s/ Robert D. Olsen	06/14/2012	
	** 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.