0001225208-12-020670.txt : 20121002 0001225208-12-020670.hdr.sgml : 20121002 20121002163218 ACCESSION NUMBER: 0001225208-12-020670 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121001 FILED AS OF DATE: 20121002 DATE AS OF CHANGE: 20121002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GRUSKY ROBERT R CENTRAL INDEX KEY: 0001256116 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10714 FILM NUMBER: 121123942 MAIL ADDRESS: STREET 1: C/O STRAYER EDUCATION INC STREET 2: 2303 DULLES STATION BOULEVARD CITY: HERNDON STATE: VA ZIP: 20171 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 4 1 doc4.xml X0306 4 2012-10-01 0000866787 AUTOZONE INC AZO 0001256116 GRUSKY ROBERT R 123 SOUTH FRONT STREET MEMPHIS TN 38103 1 Common Stock 2012-10-01 4 M 0 1000.0000 137.0850 A 2112.9000 D Common Stock 2012-10-01 4 A 0 135.4000 369.0700 A 2248.3000 D Common Stock 2012-10-01 4 S 0 1000.0000 370.7773 D 1248.3000 D Common Stock 2012-10-02 4 M 0 1000.0000 137.0850 A 2248.3000 D Common Stock 2012-10-02 4 S 0 1000.0000 370.0306 D 1248.3000 D Non-Qualified Stock Option (right to buy) 137.0850 2012-10-01 4 M 0 1000.0000 0.0000 D 2011-08-16 2018-08-16 Common Stock 1000.0000 1300.0000 D Non-Qualified Stock Option (right to buy) 137.0850 2012-10-02 4 M 0 1000.0000 0.0000 D 2011-08-16 2018-08-16 Common Stock 1000.0000 300.0000 D Restricted stock units (fully vested on the date of grant) issued to the reporting person in accordance with the AutoZone, Inc. 2011 Equity Incentive Award Plan and the AutoZone, Inc. 2011 Director Compensation Program in lieu of quarterly retainer fees in an aggregate amount equal to $50,000. The number of shares of the issuer's common stock underlying the restricted stock unit award is equal to the reporting person's aggregate quarterly retainer fee, divided by the closing market price of a share of the issuer's common stock on October 1, 2012. The shares will be delivered to the reporting person immediately upon the date on which the reporting person ceases to be a director for any reason, provided that such reporting person incurs a "separation from service" from the issuer (within the meaning of Section 409A of the Internal Revenue Code and the related Treasury Regulations) (the "Termination Date"), unless the reporting person has irrevocably elected in writing by December 31, 2011 to defer the delivery of such shares: (1) in a single lump-sum payment on the fifth anniversary of the Termination Date; (2) in a single lump-sum payment on the tenth anniversary of the Termination Date; or (3) in two equal installments on each of the fifth and tenth anniversaries of the Termination Date. The price per share is equal to the closing market price of a share of the issuer's common stock on October 1, 2012. 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 $370.76 - $370.795 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 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 $370.03 - $370.04 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. Granted in accordance with the AutoZone, Inc. 2003 Director Stock Option Plan. /s/ Robert R. Grusky 2012-10-02