AZO AutoZone Inc

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 * Smith Richard Craig	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
(Last)          (First)          (Middle) 123 SOUTH FRONT STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 12/8/2021
(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	12/6/2021		G	V	100.0000	D	$0.0000	2915.8905	D
Common Stock	12/8/2021		M		2300.0000	A	$371.4700	5215.8905	D
Common Stock	12/8/2021		M		2130.0000	A	$425.1100	7345.8905	D
Common Stock	12/8/2021		S		225.0000	D	$1976.0400 (1)	7120.8905	D
Common Stock	12/8/2021		S		4205.0000	D	$1975.1100 (2)	2915.8905	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
Non-Qualified Stock Option (right to buy)	$371.4700	12/8/2021		M			2300.0000	(3)	9/28/2022	Common Stock	2300.0000	$0.0000	0.0000	D
Non-Qualified Stock Option (right to buy)	$425.1100	12/8/2021		M			2130.0000	(4)	10/2/2023	Common Stock	2130.0000	$0.0000	0.0000	D

Explanation of Responses:
(1)	This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $1,976.02 - $1,976.22 per Share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.
(2)	This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $1,975.00 - $1,975.76 per Share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.
(3)	Options granted in accordance with the AutoZone, Inc. 2011 Equity Incentive Award Plan and exercisable in annual one-fourth increments beginning on September 27, 2013.
(4)	Options granted in accordance with the AutoZone, Inc. 2011 Equity Incentive Award Plan and exercisable in annual one-fourth increments beginning on October 1, 2014.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Smith Richard Craig 123 SOUTH FRONT STREET MEMPHIS, TN 38103			Sr. Vice President

Signatures
/s/ Richard Craig Smith		12/10/2021
**Signature of Reporting Person		Date