0001521536-12-000293.txt : 20120419 0001521536-12-000293.hdr.sgml : 20120419 20120419200402 ACCESSION NUMBER: 0001521536-12-000293 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120417 FILED AS OF DATE: 20120419 DATE AS OF CHANGE: 20120419 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AUTOZONE INC CENTRAL INDEX KEY: 0000866787 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO & HOME SUPPLY STORES [5531] IRS NUMBER: 621482048 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 123 SOUTH FRONT ST CITY: MEMPHIS STATE: TN ZIP: 38103 BUSINESS PHONE: 9014956500 MAIL ADDRESS: STREET 1: P O BOX 2198 STREET 2: DEPT 8074 CITY: MEMPHIS STATE: TN ZIP: 38101-2198 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CROWLEY WILLIAM C CENTRAL INDEX KEY: 0001228976 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10714 FILM NUMBER: 12769342 BUSINESS ADDRESS: STREET 1: 200 SW 1ST AVE STREET 2: SUITE 1600 CITY: FORT LAUDERDALE STATE: FL ZIP: 33301 BUSINESS PHONE: 9547696000 MAIL ADDRESS: STREET 1: 200 SW 1ST AVE STREET 2: SUITE 1600 CITY: FORT LAUDERDALE STATE: FL ZIP: 33301 4 1 q1100451_form4-crowley.xml OWNERSHIP DOCUMENT X0305 4 2012-04-17 0 0000866787 AUTOZONE INC AZO 0001228976 CROWLEY WILLIAM C 200 GREENWICH AVENUE GREENWICH CT 06830 1 0 0 0 Common Stock, par value $0.01 per share 2012-04-17 4 S 0 145 380.05 D 4918 I See Footnotes Common Stock, par value $0.01 per share 2012-04-17 4 S 0 98 381.40 D 4820 I See Footnotes Common Stock, par value $0.01 per share 2012-04-17 4 S 0 1 382.44 D 4819 I See Footnotes Common Stock, par value $0.01 per share 2012-04-18 4 S 0 110 379.92 D 4709 I See Footnotes Common Stock, par value $0.01 per share 2012-04-18 4 S 0 2 380.82 D 4707 I See Footnotes Common Stock, par value $0.01 per share 2012-04-19 4 S 0 162 380.49 D 4545 I See Footnotes Common Stock, par value $0.01 per share 2012-04-19 4 S 0 93 381.18 D 4452 I See Footnotes Common Stock, par value $0.01 per share 2012-04-19 4 S 0 3 382.04 D 4449 I See Footnotes Common Stock, par value $0.01 per share 2012-04-17 4 S 0 75 380.05 D 2735 I See Footnotes Common Stock, par value $0.01 per share 2012-04-17 4 S 0 51 381.40 D 2684 I See Footnotes Common Stock, par value $0.01 per share 2012-04-17 4 S 0 1 382.44 D 2683 I See Footnotes Common Stock, par value $0.01 per share 2012-04-18 4 S 0 337 379.92 D 2346 I See Footnotes Common Stock, par value $0.01 per share 2012-04-18 4 S 0 5 380.82 D 2341 I See Footnotes Common Stock, par value $0.01 per share 2012-04-19 4 S 0 74 380.49 D 2267 I See Footnotes Common Stock, par value $0.01 per share 2012-04-19 4 S 0 42 381.18 D 2225 I See Footnotes Common Stock, par value $0.01 per share 2012-04-19 4 S 0 1 382.04 D 2224 I See Footnotes Common Stock, par value $0.01 per share 1280.7 D This price represents the approximate 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 $380.00 to $380.95 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. This statement is filed by and on behalf of William C. Crowley. Mr. Crowley is the President and Chief Operating Officer of, and may be deemed to beneficially own securities owned by, ESL Investments, Inc. ("Investments"). Investments, together with its affiliates, beneficially owns securities of the Issuer. The reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the beneficial owner of any securities covered by this statement. The reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities. The reporting person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Exchange Act. The reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer. Represents securities directly beneficially owned by Tynan, LLC ("Tynan"). Mr. Crowley is the manager and a member of, and may be deemed to beneficially own securities owned by, Tynan. This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $381.00 to $381.82 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. This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $382.00 to $382.88 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. This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $379.50 to $380.26 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. This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $380.77 to $381.01 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. This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $380.00 to $380.99 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. This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $381.00 to $381.99 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. Represents securities directly beneficially owned by a grantor retained annuity trust. Mr. Crowley is the trustee of, and may be deemed to beneficially own securities owned by, the grantor retained annuity trust. Represents Shares directly beneficially owned by Mr. Crowley, including 975.7 Shares underlying restricted stock units. The Shares underlying the restricted stock units will be delivered to Mr. Crowley in a single lump-sum payment on the fifth anniversary of the date on which he ceases to be a director for any reason, provided that he incurs a "separation from service" from the Issuer (within the meaning of Section 409A of the Internal Revenue Code and the related Treasury Regulations). Fractions of restricted stock units are subject to cash settlement upon delivery of the Shares underlying the restricted stock units. /s/ William C. Crowley 2012-04-19