Michael A. George - Mar 2, 2022 Form 4 Insider Report for AUTOZONE INC (AZO)

Role: Director
Signature: /s/ Kristen Wright, attorney-in-fact
Stock symbol: AZO
Transactions as of: Mar 2, 2022
Transactions value $: $212,451
Form type: 4
Date filed: 3/3/2022, 05:24 PM
Previous filing: Feb 22, 2022
Next filing: Apr 19, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AZO	Common Stock	Award	$212K	+113		$1,878.77	113	Mar 2, 2022	Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	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 "Termination Date") or (b) the first anniversary of the grant date.
F2	Restricted stock units (RSUs) (fully vested on the date of grant) granted in accordance with the 2020 Omnibus Incentive Award Plan. The number of shares of the issuer's common stock underlying the RSU award is equal to the reporting person's aggregate annual retainer fees plus additional 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 December 31, 2021.

Content

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 "Termination Date") or (b) the first anniversary of the grant date.

Restricted stock units (RSUs) (fully vested on the date of grant) granted in accordance with the 2020 Omnibus Incentive Award Plan. The number of shares of the issuer's common stock underlying the RSU award is equal to the reporting person's aggregate annual retainer fees plus additional 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 December 31, 2021.