SEC FORM 4

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^*

ESL INVESTMENTS INC

(Last)

(First)

(Middle)

200 Greenwich Avenue

(Street)

Greenwich

06830

(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	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/05/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/05/2003		S		2,422,470	D	$98.8815	8,249,659	D⁽¹⁾⁽¹¹⁾⁽¹²⁾
Common Stock	11/05/2003		S		344,699	D	$98.8815	1,355,385	D⁽²⁾⁽¹¹⁾⁽¹²⁾
Common Stock	11/05/2003		S		93,255	D	$98.8815	302,560	D⁽³⁾⁽¹¹⁾⁽¹²⁾
Common Stock	11/05/2003		S		375,344	D	$98.8815	1,146,021	D⁽⁴⁾⁽¹¹⁾⁽¹²⁾
Common Stock	11/05/2003		S		1,651,042	D	$98.8815	5,875,557	D⁽⁵⁾⁽¹¹⁾⁽¹²⁾
Common Stock	11/05/2003		S		224,840	D	$98.8815	0	D⁽⁶⁾⁽¹¹⁾⁽¹²⁾
Common Stock	11/05/2003		S		488,350	D	$98.8815	0	D⁽⁷⁾⁽¹¹⁾⁽¹²⁾
Common Stock								2,215,581	D⁽⁸⁾⁽¹¹⁾⁽¹²⁾
Common Stock								441,638	D⁽⁹⁾⁽¹¹⁾⁽¹²⁾
Common Stock								342,299	D⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

ESL INVESTMENTS INC

(Last)

(First)

(Middle)

200 Greenwich Avenue

(Street)

Greenwich

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KP II PARTNERS LP

(Last)

(First)

(Middle)

200 Greenwich Avenue

(Street)

Greenwich

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

RSB INVESTMENT MANAGEMENT LLC

(Last)

(First)

(Middle)

200 Greenwich Avenue

(Street)

Greenwich

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ESL INVESTMENT MANAGEMENT LLC

(Last)

(First)

(Middle)

200 Greenwich Avenue

(Street)

Greenwich

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

RBS PARTNERS L P /CT

(Last)

(First)

(Middle)

200 Greenwich Avenue

(Street)

Greenwich

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

LAMPERT EDWARD S

(Last)

(First)

(Middle)

200 GREENWICH AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. These securities are owned by ESL Partners, L.P., a Delaware limited partnership ("Partners").

2. These securities are owned by ESL Limited, a Bermuda corporation ("Limited").

3. These securities are owned by ESL Institutional Partners, L.P., a Delaware limited partnership ("Institutional").

4. These securities are owned by ESL Investors, L.L.C., a Delaware limited liability company ("Investors").

5. These securities are owned by Acres Partners, L.P., a Delaware limited partnership ("Acres").

6. These securities are owned by Marion Partners, L.P., a Delaware limited partnership ("Marion").

7. These securities are owned by Blue Macaw Partners, L.P., a Delaware limited partnership ("Blue Macaw").

8. These securities are owned by 200GA, L.P., a Delaware limited partnership ("200GA").

9. These securities are owned by KP I Partners, L.P., a Delaware limited partnership ("KPI").

10. These securities are owned by KP II Partners, L.P., a Delaware limited partnership ("KPII").

11. This Form 4 is filed on behalf of a group consisting of Partners, Limited, Institutional, Investors, Acres, Marion, Blue Macaw, 200GA, KPI and KPII (collectively, the "ESL Parties"), RBS Partners, L.P. ("RBS Partners"), ESL Investment Management, LLC, a Delaware limited liability company ("ESLIM"), RBS Investment Management, LLC, a Delaware limited liability company ("RBSIM"), ESL Investments, Inc., a Delaware corporation ("Investments"), and Edward S. Lampert. The general partner of Partners and the manager of Investors is RBS Partners. The general partner of RBS Partners is Investments. ESLIM is the investment manager of Limited and the general partner of each of KPI and KPII. RBSIM is the general partner of Institutional. Investments is the general partner of each of Acres, Marion, Blue Macaw and 200GA. Mr. Lampert is a controlling stockholder of Investments and the managing member of RBSIM and ESLIM.

12. Each of the ESL Parties, RBS Partners, ESLIM, RBSIM, Investments and Mr. Lampert may be deemed to be an indirect beneficial owner of the securities reported on this Form 4. The total amount of securities reported as beneficially owned by each of the ESL Parties is greater than Investments' or Mr. Lampert's indirect pecuniary interest in such securities. The total amount of securities reported as beneficially owned by Institutional is greater than RBSIM's indirect pecuniary interest in such securities. The total amount of securities reported as beneficially owned by Limited, KPI and KPII, respectively, is greater than ESLIM's indirect pecuniary interest in such securities. The total amount of securities reported as beneficially owned by Partners and Investors, respectively, is greater than RBS Partners' indirect pecuniary interest in such securities.

Remarks:

The SEC's online filing system for Section 16 reports only permits ten reporting persons to file a joint report pursuant to Section 16. However, this Form 4 is filed on behalf of more than ten reporting persons. In accordance with instructions of the SEC (FAQ: Section 16 Electronic Reporting; Q.13), this Form 4 is being filed on behalf of five of the reporting persons, and an additional copy of this Form 4 is being filed contemporaneously herewith on behalf of the remaining reporting persons.

	/s/ William C. Crowley, President of ESL Investments, Inc.	11/07/2003
	/s/ William C. Crowley, for KP II Partners, L.P.	11/07/2003
	/s/ William C. Crowley, for RBS Investment Management, LLC	11/07/2003
	/s/ William C. Crowley, for ESL Investment Management, LLC	11/07/2003
	/s/ William C. Crowley, for RBS Partners, L.P.	11/07/2003
	/s/ Edward S. Lampert	11/07/2003
	** 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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