Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
CROWLEY WILLIAM C
   2. Issuer Name and Ticker or Trading Symbol
AUTOZONE INC [AZO] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
123 SOUTH FRONT STREET		 3. Date of Earliest Transaction (Month/Day/Year)
06/15/2012
(Street)

MEMPHIS, TN 38103		 4. If Amendment, Date 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
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 06/15/2012   X   100 D $ 350 3,955 I See Footnote (1)
Common Stock, par value $0.01 per share 06/15/2012   X   1,200 D $ 360 2,755 I See Footnote (1)
Common Stock, par value $0.01 per share 06/15/2012   X   400 D $ 360 1,639 I See Footnote (2)
Common Stock, par value $0.01 per share               1,280.7 D (3)  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Call Options (obligation to sell) $ 360 06/15/2012   X     1 03/07/2012 06/16/2012 Common Stock 100 $ 0 11 I See Footnote (1)
Call Options (obligation to sell) $ 360 06/15/2012   X     1 03/08/2012 06/16/2012 Common Stock 100 $ 0 10 I See Footnote (1)
Call Options (obligation to sell) $ 360 06/15/2012   X     1 03/13/2012 06/16/2012 Common Stock 100 $ 0 9 I See Footnote (1)
Call Options (obligation to sell) $ 360 06/15/2012   X     8 04/09/2012 06/16/2012 Common Stock 800 $ 0 1 I See Footnote (1)
Call Options (obligation to sell) $ 360 06/15/2012   X     1 04/11/2012 06/16/2012 Common Stock 100 $ 0 0 I See Footnote (1)
Call Options (obligation to sell) $ 350 06/15/2012   X     1 04/11/2012 06/16/2012 Common Stock 100 $ 0 0 I See Footnote (1)
Call Options (obligation to sell) $ 360 06/15/2012   X     4 04/09/2012 06/16/2012 Common Stock 400 $ 0 0 I See Footnote (2)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CROWLEY WILLIAM C
123 SOUTH FRONT STREET
MEMPHIS, TN 38103		   X      

Signatures

 /s/ William C. Crowley   06/18/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) Represents securities directly beneficially owned by Tynan, LLC ("Tynan"). Mr. Crowley is the manager and a member of, and may be deemed to beneficially own securities owned by, Tynan.
(2) Represents securities directly beneficially owned by a grantor retained annuity trust. Mr. Crowley is the trustee of, and may be deemed to beneficially own securities owned by, the grantor retained annuity trust.
(3) Represents Shares directly beneficially owned by Mr. Crowley, including 975.7 Shares underlying restricted stock units. The Shares underlying the restricted stock units will be delivered to Mr. Crowley in a single lump-sum payment on the fifth anniversary of the date on which he ceases to be a director for any reason, provided that he incurs a "separation from service" from the Issuer (within the meaning of Section 409A of the Internal Revenue Code and the related Treasury Regulations). Fractions of restricted stock units are subject to cash settlement upon delivery of the Shares underlying the restricted stock units.

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