Earl G. Graves Jr - Jan 1, 2023 Form 4 Insider Report for AUTOZONE INC (AZO)

Role: Director
Signature: /s/Kristen C. Wright, as attorney-in-fact
Stock symbol: AZO
Transactions as of: Jan 1, 2023
Transactions value $: $0
Form type: 4
Date filed: 1/4/2023, 03:41 PM
Previous filing: Jan 3, 2022
Next filing: Jan 2, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AZO	Common Stock	Award	$0	+125	+2.67%	$0.00	4.83K	Jan 1, 2023	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Reflects fully-vested restricted stock units (RSUs) granted in accordance with the 2020 Omnibus Incentive Award Plan. The number of shares granted is equal to the reporting person's aggregate annual retainer fees plus additional director compensation fees (less any portion of such fees elected to be paid in cash), divided by the closing market price of a share of the issuer's common stock on January 3, 2023.
F2	The shares will be delivered to the reporting person upon the earlier of (a) the date on which the reporting person ceases to be a director for any reason, provided that such reporting person incurs a "separation from service" from the Issuer (within the meaning of Section 409A of the Internal Revenue Code and the related Treasury Regulations) (the "Separation Date"), or (b) the first or fifth anniversary of the grant date (as elected by the reporting person in advance), before giving effect to any applicable right to re-defer delivery.

Content

Reflects fully-vested restricted stock units (RSUs) granted in accordance with the 2020 Omnibus Incentive Award Plan. The number of shares granted is equal to the reporting person's aggregate annual retainer fees plus additional director compensation fees (less any portion of such fees elected to be paid in cash), divided by the closing market price of a share of the issuer's common stock on January 3, 2023.

The shares will be delivered to the reporting person upon the earlier of (a) the date on which the reporting person ceases to be a director for any reason, provided that such reporting person incurs a "separation from service" from the Issuer (within the meaning of Section 409A of the Internal Revenue Code and the related Treasury Regulations) (the "Separation Date"), or (b) the first or fifth anniversary of the grant date (as elected by the reporting person in advance), before giving effect to any applicable right to re-defer delivery.