X0304 4 2012-01-20 1 0000866787 AUTOZONE INC AZO 0001183200 LAMPERT EDWARD S 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 AVENUE GREENWICH CT 06830 0 0 1 0 0001126396 ESL INVESTMENTS INC 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 0000860585 RBS PARTNERS L P /CT 200 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 Common Stock, par value $0.01 per share 2012-01-20 4 S 0 182043 347.04 D 2348049 I See Footnotes Common Stock, par value $0.01 per share 2012-01-20 4 S 0 51 347.04 D 655 I See Footnotes Common Stock, par value $0.01 per share 2012-01-20 4 S 0 117930 347.04 D 1529699 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 $347.00 to $347.95 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"). This Form 4 is filed on behalf of Mr. Lampert, ESL Investments, Inc. ("Investments"), ESL Institutional Partners, L.P. ("Institutional"), RBS Partners, L.P. ("RBS"), RBS Investment Management, L.L.C. ("RBSIM"), and Partners. RBS is the general partner of Partners. RBSIM is the general partner of Institutional. Investments is the general partner of RBS and the manager of RBSIM. Mr. Lampert is the Chairman, Chief Executive Officer and Director of Investments. These Shares are held by Institutional. These Shares are held by Edward S. Lampert. 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. Page /s/ Edward S. Lampert 2012-01-24 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 2012-01-24 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 2012-01-24 ESL INVESTMENTS, INC., By: /s/ Adrian J. Maizey, Chief Financial Officer 2012-01-24 RBS INVESTMENT MANAGEMENT, L.L.C., By: ESL Investments, Inc., as its manager, By: /s/ Adrian J. Maizey, Chief Financial Officer 2012-01-24 RBS PARTNERS, L.P., By: ESL Investments, Inc., as its general partner, By: /s/ Adrian J. Maizey, Chief Financial Officer 2012-01-24