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
                                                                                  
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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 *

RHODES WILLIAM C III 		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
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman, President & CEO
(Last)          (First)          (Middle)

123 SOUTH FRONT STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

6/30/2017
(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) 6/30/2017     A    106.0000   A $570.4600   11219.7371   D    
Common Stock   (1) 6/30/2017     A    19.0000   A $0.0000   11238.7371   (2) D    
Common Stock                  847.0000   I   As Custodian for Daughter  
Common Stock                  847.0000   I   As Custodian for Son  
Common Stock                  81.0000   I   As Trustee for Daughter's Trust  
Common Stock                  81.0000   I   As Trustee for Son's trust  
Common Stock                  4376.0000   I   By GRAT  
Common Stock                  12000.0000   (3) I   By GRAT #2  
Common Stock                  14732.0000   I   By Trust for Wife  

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.
(2)  Includes 4,624 shares previously held by the GRAT which were distributed to the reporting person on April 21, 2017.
(3)  On May 24, 2017, the reporting person contributed 12,000 shares of common stock to a grantor retained annuity trust ("GRAT #2") for the benefit of himself and his two children. These shares were previously distributed to the reporting person and were reported as directly beneficially owned.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
RHODES WILLIAM C III
123 SOUTH FRONT STREET
MEMPHIS, TN 38103 		X
Chairman, President & CEO

Signatures
/s/ William C. Rhodes III 7/3/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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