Statement of Changes in Beneficial Ownership (4)
August 11 2016 - 5:50PM
Edgar (US Regulatory)
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FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Newbern Thomas B
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2. Issuer Name
and
Ticker or Trading Symbol
AUTOZONE INC
[
AZO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Exec. Vice President
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(Last)
(First)
(Middle)
123 SOUTH FRONT STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/11/2016
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(Street)
MEMPHIS, TN 38103
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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8/11/2016
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M
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11300.0000
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A
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$326.0000
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15976.9227
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D
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Common Stock
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8/11/2016
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M
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7050.0000
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A
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$371.4700
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23026.9227
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D
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Common Stock
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8/11/2016
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M
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4350.0000
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A
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$425.1100
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27376.9227
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D
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Common Stock
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8/11/2016
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M
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1975.0000
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A
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$507.7900
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29351.9227
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D
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Common Stock
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8/11/2016
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M
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125.0000
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A
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$326.0000
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29476.9227
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D
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Common Stock
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8/11/2016
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S
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1.0000
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D
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$801.6800
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29475.9227
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D
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Common Stock
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8/11/2016
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S
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600.0000
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D
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$801.1146
(1)
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28875.9227
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D
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Common Stock
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8/11/2016
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S
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16269.0000
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D
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$799.7767
(2)
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12606.9227
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Incentive Stock Option (Right to Buy)
(3)
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$326.0000
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8/11/2016
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M
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125.0000
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(4)
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9/27/2021
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Common Stock
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125.0000
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$0.0000
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0.0000
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D
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Non-Qualified Stock Option (right to buy)
(3)
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$507.7900
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8/11/2016
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M
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1975.0000
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(5)
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9/24/2024
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Common Stock
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1975.0000
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$0.0000
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5925.0000
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D
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Non-Qualified Stock Option (right to buy)
(3)
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$326.0000
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8/11/2016
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M
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11300.0000
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(4)
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9/28/2021
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Common Stock
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11300.0000
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$0.0000
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0.0000
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D
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Non-Qualified Stock Option (right to buy)
(3)
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$371.4700
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8/11/2016
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M
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7050.0000
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(6)
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9/28/2022
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Common Stock
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7050.0000
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$0.0000
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2350.0000
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D
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Non-Qualified Stock Option (right to buy)
(3)
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$425.1100
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8/11/2016
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M
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4350.0000
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(7)
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10/2/2023
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Common Stock
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4350.0000
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$0.0000
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4350.0000
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D
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Explanation of Responses:
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(
1)
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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 $800.69 - $801.66 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.
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(
2)
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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 $799.6633 - $800.66 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.
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(
3)
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Granted in accordance with the AutoZone, Inc. 2011 Equity Incentive Award Plan.
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(
4)
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Options exercisable in one-fourth increments on September 27, 2012, 2013, 2014 and 2015, respectively.
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(
5)
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Options exercisable in one-fourth increments on September 23, 2015, 2016, 2017 and 2018, respectively.
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(
6)
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Options exercisable in one-fourth increments on September 27, 2013, 2014, 2015 and 2016, respectively.
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(
7)
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Options exercisable in one-fourth increments on October 1, 2014, 2015, 2016 and 2017, respectively.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Newbern Thomas B
123 SOUTH FRONT STREET
MEMPHIS, TN 38103
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Exec. Vice President
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Signatures
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/s/ Thomas B. Newbern
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8/11/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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