X0303 4 2010-12-31 0 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 0000860585 RBS PARTNERS L P /CT 200 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 0000923727 ESL PARTNERS, L.P. 200 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 0001249801 ESL INSTITUTIONAL PARTNERS LP 200 GREENWICH AVE GREENWICH CT 06830 0 0 1 0 0001249797 RBS INVESTMENT MANAGEMENT LLC 200 GREENWICH AVE GREENWICH CT 06830 0 0 1 0 0001249806 ESL INVESTORS LLC 200 GREENWICH AVE GREENWICH CT 06830 0 0 1 0 Common Stock, par value $0.01 per share 2010-12-31 4 S 0 3399 274.52 D 7107337 I See Footnotes Common Stock, par value $0.01 per share 2011-01-03 4 J 0 628159 0 D 6479178 I See Footnotes Common Stock, par value $0.01 per share 2011-01-03 4 S 0 20718 273.21 D 6458460 I See Footnotes Common Stock, par value $0.01 per share 2010-12-31 4 S 0 1015 274.52 D 2121200 I See Foootnotes Common Stock, par value $0.01 per share 2011-01-03 4 S 0 6783 273.21 D 2114417 I See Footnotes Common Stock, par value $0.01 per share 2010-12-31 4 S 0 1 274.52 D 1534 I See Footnotes Common Stock, par value $0.01 per share 2011-01-03 4 S 0 5 273.21 D 1529 I See Footnotes Common Stock, par value $0.01 per share 2010-12-31 4 S 0 1675 274.52 D 3501139 D Common Stock, par value $0.01 per share 2011-01-03 4 S 0 11196 273.21 D 3489943 D Common Stock, par value $0.01 per share 2000000 I See Footnotes 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 $274.18 to $274.59 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 by ESL Partners, L.P. ("Partners"). Partners distributed these Shares on a pro rata basis to limited partners that elected in 2010 to redeem all or a portion of their interest in Partners. This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $272.96 to $273.50 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 Edward S. Lampert, and include 15,542 Shares that were originally reported as owned indirectly through a grantor retained annuity trust, which distributed the 15,542 Shares on December 31, 2010 via an in-kind annuity payment to Mr. Lampert. These Shares are held by Acres Partners, L.P. ("Acres"). This Form 4 is filed on behalf of Mr. Lampert, ESL Investments, Inc. ("Investments"), Institutional, RBS Partners, L.P. ("RBS"), RBS Investment Management, L.L.C. ("RBSIM"), Partners and Investors. RBS is the general partner of Partners and the managing member of Investors. 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 2011-01-04 ESL INVESTMENTS, INC., By: /s/ Adrian J. Maizey, Chief Financial Officer 2011-01-04 RBS PARTNERS, L.P., By: ESL Investments, Inc., as its general partner, By: /s/ Adrian J. Maizey, Chief Financial Officer 2011-01-04 ESL PARTNERS, L.P., By: RBS Partners, L.P., as its general partner, By: ESL Investments, Inc., as its general partner, By: /s/ Adrian J. Maizey, Chief Financial Officer 2011-01-04 ESL INSTITUTIONAL PARTNERS, L.P., By: RBS Investment Management, L.L.C., as its general partner, By: ESL Investments, Inc., as its manager, By: /s/Adrian J. Maizey, Chief Financial Officer 2011-01-04 RBS INVESTMENT MANAGEMENT, L.L.C., By: ESL Investments, Inc., as its manager, By: /s/ Adrian J. Maizey, Chief Financial Officer 2011-01-04 ESL INVESTORS, L.L.C., By: RBS Partners, L.P., as its manager, By: ESL Investments, Inc., as its general partner, By: /s/ Adrian J. Maizey, Chief Financial Officer 2011-01-04