Earl G. Graves Jr - Jan 1, 2022 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, 2022
Transactions value $: $0
Form type: 4
Date filed: 1/3/2022, 03:24 PM
Next filing: Jan 4, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AZO	Common Stock	Award	$0	+145	+3.19%	$0.00	4.71K	Jan 1, 2022	Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	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.
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 "Termination Date") or (b) the fifth anniversary of the grant date, in which event the reporting person will have an opportunity to re-defer the delivery of the shares up to one year prior to the fifth anniversary; unless the reporting person has irrevocably elected in writing by December 31, 2021, to defer the delivery of such shares until the Termination Date.

Content

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.

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 fifth anniversary of the grant date, in which event the reporting person will have an opportunity to re-defer the delivery of the shares up to one year prior to the fifth anniversary; unless the reporting person has irrevocably elected in writing by December 31, 2021, to defer the delivery of such shares until the Termination Date.