Edgar Filing: RBS INVESTMENT MANAGEMENT LLC

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

LAMPERT EDWARD S

2. Issuer Name and Ticker or Trading Symbol
AUTOZONE INC [AZO]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

200 GREENWICH AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2011

(Street)

GREENWICH, CT 06830

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	12/30/2011		J⁽¹⁾		450,484 ⁽¹⁾	D	$ 0 ⁽¹⁾	2,967,719	I	See Footnotes ⁽²⁾ ⁽³⁾
Common Stock, par value $0.01 per share	12/29/2011		J⁽⁴⁾		17,338 ⁽⁴⁾	D	$ 0 ⁽⁴⁾	1,156,452	I	See Footnotes ⁽³⁾ ⁽⁵⁾
Common Stock, par value $0.01 per share	12/30/2011		J⁽⁶⁾		1,156,452 ⁽⁶⁾	D	$ 0 ⁽⁶⁾	0	I	See Footnotes ⁽³⁾ ⁽⁵⁾
Common Stock, par value $0.01 per share	12/29/2011		J⁽⁷⁾		17,338 ⁽⁷⁾	A	$ 0 ⁽⁷⁾	17,338	I	See Footnotes ⁽³⁾ ⁽⁸⁾
Common Stock, par value $0.01 per share	12/29/2011		J⁽⁹⁾		17,338 ⁽⁹⁾	D	$ 0 ⁽⁹⁾	0	I	See Footnotes ⁽³⁾ ⁽⁸⁾
Common Stock, par value $0.01 per share								825	I	See Footnotes ⁽³⁾ ⁽¹⁰⁾
Common Stock, par value $0.01 per share	12/30/2011		J⁽¹¹⁾		1,984,636 ⁽¹¹⁾	D	$ 0 ⁽¹¹⁾	0	I	See Footnotes ⁽³⁾ ⁽¹²⁾
Common Stock, par value $0.01 per share								1,895,516	D ⁽³⁾ ⁽¹³⁾
Common Stock, par value $0.01 per share	12/29/2011		J⁽¹⁴⁾		17,033 ⁽¹⁴⁾	A	$ 0 ⁽¹⁴⁾	1,912,549	D ⁽³⁾ ⁽¹³⁾
Common Stock, par value $0.01 per share	12/30/2011		J⁽¹⁵⁾		32 ⁽¹⁵⁾	A	$ 0 ⁽¹⁵⁾	1,912,581	D ⁽³⁾ ⁽¹³⁾
Common Stock, par value $0.01 per share	12/30/2011		J⁽¹⁶⁾		32 ⁽¹⁶⁾	A	$ 0 ⁽¹⁶⁾	32	I	See Footnotes ⁽³⁾ ⁽¹⁷⁾
Common Stock, par value $0.01 per share	12/30/2011		J⁽¹⁸⁾		32 ⁽¹⁸⁾	D	$ 0 ⁽¹⁸⁾	0	I	See Footnotes ⁽³⁾ ⁽¹⁷⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LAMPERT EDWARD S 200 GREENWICH AVENUE GREENWICH, CT 06830		X
ESL PARTNERS, L.P. 200 GREENWICH AVENUE GREENWICH, CT 06830		X
ESL INVESTORS LLC 200 GREENWICH AVENUE GREENWICH, CT 06830		X
ESL INSTITUTIONAL PARTNERS LP 200 GREENWICH AVENUE GREENWICH, CT 06830		X
ESL INVESTMENTS INC 200 GREENWICH AVENUE GREENWICH, CT 06830		X
RBS INVESTMENT MANAGEMENT LLC 200 GREENWICH AVENUE GREENWICH, CT 06830		X
RBS PARTNERS L P /CT 200 GREENWICH AVENUE GREENWICH, CT 06830		X

Signatures

/s/ Edward S. Lampert		01/03/2012
^**Signature of Reporting Person		Date
ESL PARTNERS, L.P., By: RBS Partners, L.P., as its general partner, By: ESL Investments, Inc., as its general partner, By: /s/ Adrian J. Maizey, Chief Financial Officer		01/03/2012
^**Signature of Reporting Person		Date
ESL INVESTORS, L.L.C., By: RBS Partners, L.P., as its manager, By: ESL Investments, Inc., as its general partner, By: /s/ Adrian J. Maizey, Chief Financial Officer		01/03/2012
^**Signature of Reporting Person		Date
ESL INSTITUTIONAL PARTNERS, L.P., By: RBS Investment Management, L.L.C., as its general partner, By: ESL Investments, Inc., as its manager, By: /s/ Adrian J. Maizey, Chief Financial Officer		01/03/2012
^**Signature of Reporting Person		Date
ESL INVESTMENTS, INC., By: /s/ Adrian J. Maizey, Chief Financial Officer		01/03/2012
^**Signature of Reporting Person		Date
RBS INVESTMENT MANAGEMENT, L.L.C., By: ESL Investments, Inc., as its manager, By: /s/ Adrian J. Maizey, Chief Financial Officer		01/03/2012
^**Signature of Reporting Person		Date
RBS PARTNERS, L.P., By: ESL Investments, Inc., as its general partner, By: /s/ Adrian J. Maizey, Chief Financial Officer		01/03/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	ESL Partners, L.P. ("Partners") distributed these shares of common stock of AutoZone, Inc. (the "Issuer"), par value $0.01 per share (each, a "Share"), on a pro rata basis to limited partners that elected in 2011 to redeem all or a portion of their interest in Partners.
(2)	These Shares are held by Partners.
(3)	This Form 4 is filed on behalf of Mr. Lampert, ESL Investments, Inc. ("Investments"), Institutional, RBS, RBS Investment Management, L.L.C. ("RBSIM"), Partners and Investors. RBS is the general partner of Partners and the managing member of Investors. RBSIM is the general partner of Institutional. Investments is the general partner of RBS and Acres and the manager of RBSIM. Mr. Lampert is the Chairman, Chief Executive Officer and Director of Investments.
(4)	ESL Investors, L.L.C. ("Investors") distributed these Shares on a pro rata basis to the managing member of Investors in connection with the restructuring of Investors and the termination of the managing member's pecuniary interest in the Shares held by Investors. Following these distributions, Investors will no longer be a Reporting Person.
(5)	These Shares are held in an account established by the investment member of Investors.
(6)	Investors distributed these Shares on a pro rata basis to the investment member of Investors in connection with the restructuring of Investors and the termination of the managing member's pecuniary interest in the Shares held by Investors. Following these distributions, Investors will no longer be a Reporting Person.
(7)	RBS Partners, L.P. ("RBS"), the managing member of Investors, acquired these Shares in a pro rata distribution from Investors in connection with the restructuring of Investors and the termination of its pecuniary interest in the Shares held by Investors.
(8)	These Shares are held by RBS.
(9)	RBS distributed these Shares, which were received in connection with the termination of its pecuniary interest in the Shares held by Investors, on a pro rata basis to its partners.
(10)	These Shares are held by ESL Institutional Partners, L.P. ("Institutional").
(11)	Acres Partners, L.P. ("Acres") distributed these Shares on a pro rata basis to its partners. Following these distributions, Acres will no longer be a Reporting Person.
(12)	These Shares are held by Acres.
(13)	These Shares are held by Edward S. Lampert.
(14)	These Shares were received in a pro rata distribution from RBS to its partners.
(15)	These Shares were received in a pro rata distribution from Investments to its shareholders.
(16)	These Shares were received in a pro rata distribution from Acres to its partners.
(17)	These Shares are held by Investments.
(18)	Investments distributed these Shares on a pro rata basis to its shareholders.
Remarks: Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), each of the Reporting Persons may be deemed to be the beneficial owner of the securities reported herein only to the extent of his or its pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that any of the Reporting Persons is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount.Persons is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount. Page

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