Statement of Changes in Beneficial Ownership (4)
April 02 2020 - 4:39PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
*
RHODES WILLIAM C III |
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)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman, President & CEO |
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(Last)
(First)
(Middle)
123 SOUTH FRONT STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/31/2020 |
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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 (1) | 3/31/2020 | | A | | 70.0000 | A | $846.0000 | 24086.2486 | D | |
| Common Stock (1) | 3/31/2020 | | A | | 12.0000 | A | $0.0000 | 24098.2486 (2) | D | |
| Common Stock | 3/2/2020 | | G |
V
| 3283.0000 | D | $0.0000 | 0.0000 (2) | I | By GRAT #3 |
| Common Stock | | | | | | | | 847.0000 | I | As Custodian for Son |
| Common Stock | | | | | | | | 1682.0000 (2) | I | As Trustee for Daughter's Trust |
| Common Stock | | | | | | | | 1681.0000 (2) | I | As Trustee for Son's trust |
| Common Stock | | | | | | | | 8685.0000 | I | By Trust for Wife |
| Common Stock | | | | | | | | 5000.0000 (3) | I | GRAT #4 |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Explanation of Responses: |
| (1) | Acquired pursuant to AutoZone, Inc. Sixth Amended and Restated Executive Stock Purchase Plan. |
| (2) | On March 1, 2018, the reporting person contributed 11,000 shares of common stock to a grantor retained annuity trust ("GRAT #3") for the benefit of himself and his two children. 3,702 shares were previously returned to the reporting person in the form of a scheduled annuity payment under the terms of GRAT #3. Upon termination of GRAT #3 on March 2, 2020, 3,283 shares were transferred from GRAT #3 to trusts of the reporting person's children. The remaining 4,015 shares were transferred to the reporting person and are reported as directly owned. |
| (3) | On March 13, 2020, the reporting person contributed 5,000 shares of common stock to a grantor retained annuity trust ("GRAT #4") for the benefit of himself and his two children. These shares were previously distributed to the reporting person and were reported as directly beneficially owned. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
RHODES WILLIAM C III
123 SOUTH FRONT STREET
MEMPHIS, TN 38103 | X |
| Chairman, President & CEO |
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Signatures
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| /s/ William C. Rhodes III | | 4/1/2020 |
| **Signature of Reporting Person | Date |
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