SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Daniele Philip B.

(Last)

(First)

(Middle)

123 SOUTH FRONT STREET

(Street)

MEMPHIS

38103

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/01/2015

3. Issuer Name and Ticker or Trading Symbol
AUTOZONE INC [ AZO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. Vice President

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

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	217.6233	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option (right to buy)⁽¹⁾	⁽²⁾	09/30/2019	Common Stock	1,000	$142.77	D
Non-Qualified Stock Option (right to buy)⁽¹⁾	⁽³⁾	09/29/2020	Common Stock	3,300	$225.74	D
Non-Qualified Stock Option (right to buy)⁽⁴⁾	⁽⁵⁾	09/28/2021	Common Stock	3,400	$326	D
Non-Qualified Stock Option (right to buy)⁽⁴⁾	⁽⁶⁾	09/28/2022	Common Stock	2,960	$371.47	D
Non-Qualified Stock Option (right to buy)⁽⁴⁾	⁽⁷⁾	10/02/2023	Common Stock	3,060	$425.11	D
Non-Qualified Stock Option (right to buy)⁽⁴⁾	⁽⁸⁾	09/24/2024	Common Stock	2,360	$507.79	D
Non-Qualified Stock Option (right to buy)⁽⁴⁾	⁽⁹⁾	10/07/2025	Common Stock	2,100	$744.62	D
Non-Qualified Stock Option (right to buy)⁽⁴⁾	⁽¹⁰⁾	11/02/2025	Common Stock	4,320	$784.41	D

Explanation of Responses:

1. Granted in accordance with the AutoZone, Inc. 2006 Stock Option Plan.

2. Options exercisable in one-fourth increments on September 29, 2010, 2011, 2012 and 2013, respectively.

3. Options exercisable in one-fourth increments on September 28, 2011, 2012, 2013 and 2014, respectively.

4. Granted in accordance with the AutoZone, Inc. 2011 Equity Incentive Award Plan.

5. Options exercisable in one-fourth increments on September 27, 2012, 2013, 2014 and 2015, respectively.

6. Options exercisable in one-fourth increments on September 27, 2013, 2014, 2015 and 2016, respectively.

7. Options exercisable in one-fourth increments on October 1, 2014, 2015, 2016 and 2017, respectively.

8. Options exercisable in one-fourth increments on September 23, 2015, 2016, 2017 and 2018, respectively.

9. Options exercisable in one-fourth increments on October 6, 2016, 2017, 2018 and 2019, respectively.

10. Options exercisable in one-fourth increments on November 1, 2016, 2017, 2018 and 2019, respectively.

	/s/ Philip B. Daniele	11/02/2015
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.