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

OMB
APPROVAL

OMB Number: 3235-0287
Estimated average burden
hours per response…
0.5
Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
1. Name
and Address of Reporting Person *
GRIFFIN RONALD B
2. Issuer Name and Ticker or Trading
Symbol
AUTOZONE INC [ AZO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____
Director
_____
10% Owner

__X__ Officer (give title
below)
_____ Other
(specify below)

Sr. Vice President & CIO
(Last)
(First)
(Middle)
123 SOUTH FRONT STREET
3. Date of Earliest Transaction (MM/DD/YYYY)
9/30/2020
(Street)
MEMPHIS, TN 38103
(City)
(State)
(Zip)
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I – Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 (1) 9/30/2020 A 5.0000 A $1177.6400 469.8645 D
Common Stock (1) 9/30/2020 A 1.0000 A $0.0000 470.8645 D

Table II – Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative
Security
3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying
Derivative Security
(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

Explanation of
Responses:
(1) Acquired pursuant to
AutoZone, Inc. Sixth Amended and Restated Executive Stock Purchase
Plan.

Reporting
Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GRIFFIN RONALD B
123 SOUTH FRONT STREET
MEMPHIS, TN 38103
Sr. Vice President & CIO

Signatures
/s/ Ronald B. Griffin 10/1/2020
**Signature of Reporting
Person
Date
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