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* SOLTAU JILL A. (Last) (First) (Middle) 123 SOUTH FRONT STREET (Street) MEMPHIS TN 38103 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/15/2018	3. Issuer Name and Ticker or Trading Symbol AUTOZONE INC [ AZO ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	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(1)	125.77(2)	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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The shares will be delivered to the reporting person upon the earlier of (a) the date on which the reporting person ceases to be a director for any reason, provided that such reporting person incurs a "separation from service" from the Issuer (within the meaning of Section 409A of the Internal Revenue Code and the related Treasury Regulations) (the "Termination Date") or (b) the fifth anniversary of the grant date, in which event the reporting person will have an opportunity to re-defer the delivery of the shares up to one year prior to the fifth anniversary; unless the reporting person has irrevocably elected in writing by June 14, 2018, to defer the delivery of such shares until the Termination Date. All fees taken in the form of RSUs are paid annually and any portion of the fees to be paid in cash are paid on a quarterly basis.

2. The shares are restricted stock units (fully vested on the date of grant) issued to the reporting person in accordance with the Issuer's 2011 Equity Incentive Award Plan and the Issuer's 2018 Director Compensation Program in lieu of a portion of the prorated annual retainer fees in an aggregate amount equal to $82,273.70. The number of shares of the Issuer's common stock underlying the restricted stock unit award is equal to $82,273.70, divided by the closing market price of a share of the Issuer's common stock on May 15, 2018. The remainder of the aggregate of the prorated annual retainer fees plus additional fees will be paid in cash in quarterly installments upon election to the Board of Directors and on July 1st and October 1st.

Remarks:

soltau-poa050918.txt

	/s/Kristen C. Wright, as attorney-in-fact	05/16/2018
	** 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, maria
M. Leggett, and Kevin A. Williams, and each of them, as her true and lawful
agent and attorney-in-fact to sign on her behalf any and all statements on:

*     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

*     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.

                                     /s/ Jill A. Soltau

                                     Jill A. Soltau

Date: 5-9-18.