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* RHODES WILLIAM C III (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 X Officer (give title below) Other (specify below) Executive Chairman
	3. Date of Earliest Transaction (Month/Day/Year) 03/25/2024
	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
	Rule 10b5-1(c) Transaction Indication Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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	03/25/2024		M		6,750	A	$744.85	22,107.9363	D
Common Stock	03/25/2024		M		2,500	A	$587.13	24,607.9363	D
Common Stock	03/25/2024		S		21	D	$3,206.54(1)	24,586.9363	D
Common Stock	03/25/2024		S		80	D	$3,198.61	24,506.9363	D
Common Stock	03/25/2024		S		119.89	D	$3,197.89(2)	24,387.0463	D
Common Stock	03/25/2024		S		120	D	$3,199.64(3)	24,267.0463	D
Common Stock	03/25/2024		S		147	D	$3,210.97(4)	24,120.0463	D
Common Stock	03/25/2024		S		205	D	$3,215.14(5)	23,915.0463	D
Common Stock	03/25/2024		S		268	D	$3,172.38(6)	23,647.0463	D
Common Stock	03/25/2024		S		302	D	$3,208.27(7)	23,345.0463	D
Common Stock	03/25/2024		S		371	D	$3,196.15(8)	22,974.0463	D
Common Stock	03/25/2024		S		440	D	$3,196.75(9)	22,534.0463	D
Common Stock	03/25/2024		S		513	D	$3,204.76(10)	22,021.0463	D
Common Stock	03/25/2024		S		514	D	$3,204.32(11)	21,507.0463	D
Common Stock	03/25/2024		S		600	D	$3,202.95(12)	20,907.0463	D
Common Stock	03/25/2024		S		600	D	$3,191.92(13)	20,307.0463	D
Common Stock	03/25/2024		S		965	D	$3,170.3(14)	19,342.0463	D
Common Stock	03/25/2024		S		1,153	D	$3,209.22(15)	18,189.0463	D
Common Stock	03/25/2024		S		2,832	D	$3,171.86(16)	15,357.0463	D
Common Stock	03/26/2024		M		9,500	A	$587.13	24,857.0463	D
Common Stock	03/26/2024		S		100	D	$3,184.85	24,757.0463	D
Common Stock	03/26/2024		S		100	D	$3,183.4(17)	24,657.0463	D
Common Stock	03/26/2024		S		100	D	$3,182.33	24,557.0463	D
Common Stock	03/26/2024		S		100	D	$3,176.3	24,457.0463	D
Common Stock	03/26/2024		S		200	D	$3,195.4(18)	24,257.0463	D
Common Stock	03/26/2024		S		200	D	$3,193.25	24,057.0463	D
Common Stock	03/26/2024		S		200	D	$3,185.91	23,857.0463	D
Common Stock	03/26/2024		S		400	D	$3,187.5(19)	23,457.0463	D
Common Stock	03/26/2024		S		600	D	$3,191.1(20)	22,857.0463	D
Common Stock	03/26/2024		S		800	D	$3,194.79(21)	22,057.0463	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)	$744.85	03/25/2024		M			6,750	(22)	09/24/2026	Common Stock	6,750	$0.0000	0.0000	D
Non-Qualified Stock Option (right to buy)	$587.13	03/25/2024		M			2,500	(23)	09/27/2027	Common Stock	2,500	$0.0000	9,500	D
Non-Qualified Stock Option (right to buy)	$587.13	03/26/2024		M			9,500	(23)	09/27/2027	Common Stock	9,500	$0.0000	0.0000	D

Explanation of Responses:

1. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $3,206.26 - $3,207.12 per Share. The Reporting Person undertakes to provide, upon request by the SEC 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 Issuer, of sales that were executed at prices ranging from $3,197.46 - $3,197.95 per Share. The Reporting Person undertakes to provide, upon request by the SEC 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 Issuer, of sales that were executed at prices ranging from $3,199.00 - $3,199.77 per Share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number. of Shares sold at each price.

4. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $3,210.20 - $3,211.11 per Share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number. of Shares sold at each price.

5. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $3,214.76 - $3,215.54 per Share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number. of Shares sold at each price.

6. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $3,172.34 - $3,172.48 per Share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number. of Shares sold at each price.

7. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $3,207.54 - $3,208.33 per Share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number. of Shares sold at each price.

8. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $3,195.22 - $3,196.20 per Share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number. of Shares sold at each price.

9. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $3,196.26 - $3,197.18 per Share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number. of Shares sold at each price.

10. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $3,204.69- $3,205.41 per Share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number. of Shares sold at each price.

11. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $3,203.65- $3,204.52 per Share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number. of Shares sold at each price.

12. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $3,202.59 - $3,203.46 per Share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number. of Shares sold at each price.

13. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $3,191.44 - $3,192.40 per Share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number. of Shares sold at each price.

14. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $3,170.00 - $3,170.96 per Share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number. of Shares sold at each price.

15. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $3,208.99 - $3,209.89 per Share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number. of Shares sold at each price.

16. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $3,171.22 - $3,172.12 per Share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number. of Shares sold at each price.

17. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $3,183.35 - $3,183.40 per Share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number. of Shares sold at each price.

18. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $3,195.33 - $3,195.47 per Share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number. of Shares sold at each price.

19. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $3,187.26 - $3,187.79 per Share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number. of Shares sold at each price.

20. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $3,190.87 - $3,191.35 per Share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number. of Shares sold at each price.

21. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $3,194.27 - $3,195.25 per Share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number. of Shares sold at each price.

22. Options granted in accordance with the Amended and Restated AutoZone, Inc. 2011 Equity Incentive Award Plan and exercisable in one-fourth increments on September 23, 2017, 2018, 2019 and 2020, respectively.

23. Options granted in accordance with the Amended and Restated AutoZone, Inc. 2011 Equity Incentive Award Plan and exercisable in one-fourth increments on September 26, 2018, 2019, 2020 and 2021, respectively.

	/s/ William C. Rhodes III	03/26/2024
	** 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).
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