X0303 4 2009-06-23 0000866787 AUTOZONE INC AZO 0001183200 LAMPERT EDWARD S 200 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 0001126396 ESL INVESTMENTS INC 200 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 0000923727 ESL PARTNERS LP 200 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 0000860585 RBS PARTNERS L P /CT 200 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 0001249806 ESL INVESTORS LLC 200 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 0001249801 ESL INSTITUTIONAL PARTNERS LP 200 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 0001249797 RBS INVESTMENT MANAGEMENT LLC 200 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 0001269237 ACRES PARTNERS L P 200 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 Common Stock, par value $0.01 per share 2009-06-23 4 S 0 32954 155.06 D 13296168 I See Footnotes Common Stock, par value $0.01 per share 2009-06-23 4 S 0 7299 155.06 D 2945220 I See Footnotes Common Stock, par value $0.01 per share 2009-06-23 4 S 0 174 155.06 D 70380 I See Footnotes Common Stock, par value $0.01 per share 2009-06-23 4 S 0 14279 155.06 D 5761593 I See Footnotes Common Stock, par value $0.01 per share 2009-06-23 4 J 0 2578742 0 D 3182851 I See Footnotes Common Stock, par value $0.01 per share 2009-06-23 4 S 0 2091 155.06 D 843638 I See Footnotes Common Stock, par value $0.01 per share 2009-06-23 4 S 0 54 155.06 D 21720 D Common Stock, par value $0.01 per share 574610 I See Footnotes These shares of common stock, par value $0.01 per share ("Shares"), of AutoZone, Inc. (the "Issuer") are held by ESL Partners, L.P. ("Partners"). This price represents the approximate weighted average price per Share of sales that were executed at prices ranging from $155.00 to $155.18 per Share. The Reporting Persons undertake 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. These Shares are held in an account established by the investment member of ESL Investors, L.L.C. ("Investors"). These Shares are held by ESL Institutional Partners, L.P. ("Institutional"). These Shares are held by Acres Partners, L.P. ("Acres"). These Shares were distributed to the partners of Acres for no consideration. Of the 2,578,742 Shares that Acres distributed, 574,610 were distributed to ESL Investments, Inc. ("Investments"), which is the general partner of Acres. These Shares are held by RBS Partners, L.P. ("RBS"). These Shares are held by Edward S. Lampert. These Shares are held by Investments. Investments received direct ownership of these Shares on June 23 in a distribution for no consideration from Acres, of which Investments is the general partner. This Form 4 is filed on behalf of Mr. Lampert, Investments, RBS, Partners, Investors, Institutional, RBSIM and Acres. RBS is the general partner of Partners and the managing member of Investors. RBS Investment Management, L.L.C. ("RBSIM") is the general partner of Institutional. Investments is the general partner of RBS and Acres and the manager of RBSIM. Mr. Lampert is the Chairman, Chief Executive Officer and Director of Investments. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), each of the Reporting Persons may be deemed to be the beneficial owner of the securities reported herein only to the extent of his or its pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that any of the Reporting Persons is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount. /s/ Edward S. Lampert (See signatures of Reporting Persons as Exhibit 99.1) 2009-06-23