azoschedule13d_aamendmentno4.htm - Generated by SEC Publisher for SEC Filing

                                                                                                                                                             

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 42)*

AutoZone, Inc.

                                                                                                                                                  

(Name of Issuer)

 

Common Stock, par value $0.01 per share

                                                                                                                                                 

(Title of Class of Securities)

 

053332102

                                                                                                                                                 

(CUSIP Number)

 

David A. Katz

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

(212) 403-1000

                                                                                                                                                 

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

 

October 24, 2011

                                                                                                                                                 

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨ 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

                                                                                                                                                             


 
CUSIP No. 053332102

1

NAME OF REPORTING PERSON

ESL Partners, L.P.

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) X
(b) _

3

SEC USE ONLY

4

SOURCE OF FUNDS
                        N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) £ 

6

CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

7

SOLE VOTING POWER

4,474,915

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

4,474,915

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,473,595

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

26.3%

14

 

TYPE OF REPORTING PERSON
PN

 

                                                                                                                                                             


 
CUSIP No. 053332102

1

NAME OF REPORTING PERSON

ESL Institutional Partners, L.P.

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) X
(b) _

3

SEC USE ONLY

4

SOURCE OF FUNDS
                        N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) £ 

6

CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

7

SOLE VOTING POWER

1,067

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

1,067

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,473,595

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

26.3%

14

 

TYPE OF REPORTING PERSON
PN

 

                                                                                                                                                             


 
CUSIP No. 053332102

1

NAME OF REPORTING PERSON

ESL Investors, L.L.C.

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) X
(b) _

3

SEC USE ONLY

4

SOURCE OF FUNDS
                        N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) £ 

6

CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

7

SOLE VOTING POWER

1,483,761

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

1,483,761

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,473,595

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

26.3%

14

 

TYPE OF REPORTING PERSON
OO

                                                                                                                                                             


 
CUSIP No. 053332102

1

NAME OF REPORTING PERSON

Acres Partners, L.P.

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) X
(b) _

3

SEC USE ONLY

4

SOURCE OF FUNDS
                        N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) £ 

6

CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

7

SOLE VOTING POWER

2,000,000

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

2,000,000

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,473,595

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

26.3%

14

 

TYPE OF REPORTING PERSON
PN

 

 

                                                                                                                                                             


 
CUSIP No. 053332102

1

NAME OF REPORTING PERSON


RBS Investment Management, L.L.C.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) X
(b) _

3

SEC USE ONLY

4

SOURCE OF FUNDS
                        N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) £ 

6

CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

7

SOLE VOTING POWER

1,067

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

1,067

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,473,595

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

26.3%

14

 

TYPE OF REPORTING PERSON
OO

 

                                                                                                                                                             


 
CUSIP No. 053332102

1

NAME OF REPORTING PERSON

Tynan, LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) X
(b) _

3

SEC USE ONLY

4

SOURCE OF FUNDS
                        N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) £ 

6

CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

7

SOLE VOTING POWER

14,505

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

14,505

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,473,595

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

26.3%

14

 

TYPE OF REPORTING PERSON
OO

 

                                                                                                                                                             


 
CUSIP No. 053332102

1

NAME OF REPORTING PERSON

RBS Partners, L.P.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) X
(b) _

3

SEC USE ONLY

4

SOURCE OF FUNDS
                        N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) £ 

6

CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

7

SOLE VOTING POWER

5,958,676

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

5,958,676

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,473,595

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

26.3%

14

 

TYPE OF REPORTING PERSON
PN

                                                                                                                                                             


 
CUSIP No. 053332102

1

NAME OF REPORTING PERSON

ESL Investments, Inc.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) X
(b) _

3

SEC USE ONLY

4

SOURCE OF FUNDS
                        N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) £ 

6

CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

7

SOLE VOTING POWER

7,959,743

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

7,959,743

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,473,595

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

26.3%

14

 

TYPE OF REPORTING PERSON
CO

 

                                                                                                                                                             


 
CUSIP No. 053332102

1

NAME OF REPORTING PERSON

Edward S. Lampert

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) X
(b) _

3

SEC USE ONLY

4

SOURCE OF FUNDS
                        N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) £ 

6

CITIZENSHIP OR PLACE OF ORGANIZATION
United States

 

7

SOLE VOTING POWER

10,446,418

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

8,712,111

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,473,595

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

26.3%

14

 

TYPE OF REPORTING PERSON
IN

 

                                                                                                                                                             


 
CUSIP No. 053332102

1

NAME OF REPORTING PERSON

William C. Crowley

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) X
(b) _

3

SEC USE ONLY

4

SOURCE OF FUNDS
                        N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) £ 

6

CITIZENSHIP OR PLACE OF ORGANIZATION
United States

 

7

SOLE VOTING POWER

27,177

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

18,721

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,473,595

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

26.3%

14

 

TYPE OF REPORTING PERSON
IN

 

                                                                                                                                                             


 
               

               This Amendment No. 42 to Schedule 13D (this “Amendment”) relates to shares of common stock, par value $0.01 per share (the "Shares"), of AutoZone, Inc., a Delaware corporation (the "Issuer").  This Amendment No. 42 amends the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission by ESL Partners, L.P., a Delaware limited partnership (“Partners”), ESL Institutional Partners, L.P., a Delaware limited partnership (“Institutional”), ESL Investors, L.L.C., a Delaware limited liability company (“Investors”), Acres Partners, L.P., a Delaware limited partnership (“Acres”), RBS Investment Management, L.L.C., a Delaware limited liability company (“RBSIM”), Tynan, LLC, a Delaware limited liability company (“Tynan”), RBS Partners, L.P., a Delaware limited partnership (“RBS”), ESL Investments, Inc., a Delaware corporation (“Investments”), Edward S. Lampert and William C. Crowley, both United States citizens, by furnishing the information set forth below.  Partners, Institutional, Investors, Acres, RBSIM, Tynan, RBS, Investments, Mr. Lampert and Mr. Crowley are collectively defined as the “Filing Persons.”  Except as otherwise specified in this Amendment, all previous Items are unchanged.  Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission. 

 

               The Filing Persons are filing this Amendment No. 42 to report recent open-market sales of Shares that have decreased the amount of Shares that the Filing Persons may be deemed to beneficially own by an amount greater than one percent of the outstanding Shares of the Issuer. 

 

Item 5.  Interest in Securities of the Issuer

Item 5 is hereby amended and restated in its entirety as follows:

(a)-(b) As of October 26, 2011, the Filing Persons may be deemed to beneficially own an aggregate of 10,473,595 Shares (which represents approximately 26.3% of the 39,888,099 Shares outstanding as of October 17, 2011, as disclosed in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on October 24, 2011).  

REPORTING PERSON

NUMBER OF SHARES BENEFICIALLY OWNED

Percentage of Outstanding Shares

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

 

ESL Partners, L.P.

 

 

10,473,595 (1)

 

 

26.3%

4,474,915

0

4,474,915

 

0

ESL Institutional Partners, L.P.

 

 

10,473,595 (1)

 

 

26.3%

1,067

 

0

1,067

 

0

ESL Investors, L.L.C.

 

 

10,473,595 (1)

 

 

26.3%

1,483,761

0

1,483,761

0

Acres Partners, L.P.

 

 

10,473,595 (1)

 

26.3%

2,000,000

0

2,000,000

0

 

RBS Investment Management, L.L.C.

 

 

10,473,595 (1)

 

 

26.3%

1,067 (2)

0

1,067 (2)

0

Tynan, LLC

 

10,473,595 (1)

 

26.3%

14,505

0

14,505

0

 

RBS Partners, L.P.

 

 

10,473,595 (1)

 

26.3%

 

5,958,676 (4)

 

0

 

5,958,676 (4)

 

0

ESL Investments, Inc.

 

 

10,473,595 (1)

 

 

26.3%

 

7,959,743 (5)

 

0

 

7,959,743 (5)

 

0

Edward S. Lampert

 

 

10,473,595 (1)

 

26.3%

10,446,418 (6)

0

8,712,111 (3)

0

William C. Crowley

 

10,473,595 (1)

 

26.3%

27,177 (7)

0

18,721 (3)

0

                                                                                                                                                             


 
           

(1)        This number consists of 4,474,915 Shares held by Partners, 1,067 Shares held by Institutional, 1,483,761 Shares held in an account established by the investment member of Investors, 2,000,000 Shares held by Acres, 14,505 Shares held by Tynan, 12,672 Shares held by Mr. Crowley, 2,449,652 Shares held by Mr. Lampert and 37,023 Shares held by The Lampert Foundation (formerly known as “The Edward and Kinga Lampert Foundation”), of which Mr. Lampert is a trustee.

(2)        This number consists of 1,067 Shares held by Institutional.

(3)        This number excludes Shares subject to the Lock-Up Agreement described herein.

(4)        This number consists of 4,474,915 Shares held by Partners and 1,483,761 Shares held in an account established by the investment member of Investors.

(5)        This number consists of 4,474,915 Shares held by Partners, 1,067 Shares held by Institutional, 1,483,761 Shares held in an account established by the investment member of Investors and 2,000,000 Shares held by Acres.

(6)        This number consists of 4,474,915 Shares held by Partners, 1,067 Shares held by Institutional, 1,483,761 Shares held in an account established by the investment member of Investors, 2,000,000 Shares held by Acres, 2,449,652 Shares held by Mr. Lampert and 37,023 Shares held by The Lampert Foundation (formerly known as “The Edward and Kinga Lampert Foundation”), of which Mr. Lampert is a trustee.

(7)        This number consists of 14,505 Shares held by Tynan and 12,672 Shares held by Mr. Crowley.

In addition, Mr. Crowley directly owns options, which are not exercisable in the next 60 days, to purchase 6,000 Shares.

            (c)        Other than as set forth in Annex A hereto, there have been no transactions in Shares by any of the Filing Persons since October 18, 2011, the record date of the last Amendment on Schedule 13D by the Filing Persons.

(d)        Not applicable.

(e)        Not applicable.

 

                                                                                                                                                             


 
                                                                                                            SIGNATURE

            After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

           Dated:  October 26, 2011

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                                     

        Name:  Adrian J. Maizey
Title: Chief Financial Officer

 

 

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                                     

        Name:  Adrian J. Maizey
Title:  Chief Financial Officer

 

 

ESL INVESTORS, L.L.C.

 

By:  RBS Partners, L.P., as its managing member

 

By:  ESL Investments, Inc., as its general partner

 

By:  /s/ Adrian J. Maizey                                     

        Name:  Adrian J. Maizey
Title:  Chief Financial Officer

 

 

ACRES PARTNERS, L.P.

 

By:  ESL Investments, Inc., as its general partner

 

By:  /s/ Adrian J. Maizey                                     

        Name:  Adrian J. Maizey
Title:  Chief Financial Officer

 

 

 

 

 

                                                                                                                                                             


 
 

RBS INVESTMENT MANAGEMENT, L.L.C.

 

By:  ESL Investments, Inc., as its manager

 

By:  /s/ Adrian J. Maizey                                   

        Name:  Adrian J. Maizey
Title:  Chief Financial Officer

 

 

TYNAN, LLC

By:       /s/ William C. Crowley                            
Name:  William C. Crowley
Title:  Manager

 

RBS PARTNERS, L.P.

 

By:  ESL Investments, Inc., as its general partner

 

By:  /s/ Adrian J. Maizey                                     

        Name:  Adrian J. Maizey
Title:  Chief Financial Officer

 

 

ESL INVESTMENTS, INC.

 

By:  /s/ Adrian J. Maizey                                    

        Name:  Adrian J. Maizey
Title:  Chief Financial Officer

 

 

EDWARD S. LAMPERT

 

 

/s/ Edward S. Lampert                                                          

 

WILLIAM C. CROWLEY

 

 

/s/ William C. Crowley                                    

 

                                                                                                                                                             


 

 

ANNEX A

Recent Transactions by the Filing Persons in the Securities of AutoZONE, Inc.

Entity

Date of Transaction

Nature of Transaction

Number of Shares of Common Stock

Weighted Average Price per Share ($)

ESL Partners, L.P.

10/19/2011

Open Market Sales

68,066

$325.09

ESL Partners, L.P.

10/19/2011

Open Market Sales

9,942

$326.08

ESL Partners, L.P.

10/19/2011

Open Market Sales

557

$326.98

ESL Partners, L.P.

10/20/2011

Open Market Sales

23,802

$327.06

ESL Partners, L.P.

10/20/2011

Open Market Sales

1,311

$328.08

ESL Partners, L.P.

10/21/2011

Open Market Sales

75,644

$327.93

ESL Partners, L.P.

10/21/2011

Open Market Sales

3,707

$328.85

ESL Partners, L.P.

10/21/2011

Open Market Sales

5,113

$329.94

ESL Partners, L.P.

10/21/2011

Open Market Sales

3,006

$330.76

ESL Partners, L.P.

10/24/2011

Open Market Sales

69,920

$330.31

ESL Partners, L.P.

10/24/2011

Open Market Sales

1,104

$330.79

ESL Partners, L.P.

10/25/2011

Open Market Sales

1,956

$329.12

ESL Partners, L.P.

10/25/2011

Open Market Sales

23,584

$330.37

ESL Partners, L.P.

10/25/2011

Open Market Sales

17,177

$331.63

ESL Partners, L.P.

10/25/2011

Open Market Sales

564

$332.03

ESL Partners, L.P.

10/26/2011

Open Market Sales

36,851

$328.08

ESL Investors, L.L.C.

10/19/2011

Open Market Sales

25,358

$325.09

ESL Investors, L.L.C.

10/19/2011

Open Market Sales

3,704

$326.08

ESL Investors, L.L.C.

10/19/2011

Open Market Sales

208

$326.98

ESL Investors, L.L.C.

10/20/2011

Open Market Sales

7,842

$327.06

ESL Investors, L.L.C.

10/20/2011

Open Market Sales

432

$328.08

ESL Investors, L.L.C.

10/21/2011

Open Market Sales

24,299

$327.93

ESL Investors, L.L.C.

10/21/2011

Open Market Sales

1,191

$328.85

ESL Investors, L.L.C.

10/21/2011

Open Market Sales

1,642

$329.94

ESL Investors, L.L.C.

10/21/2011

Open Market Sales

966

$330.76

ESL Investors, L.L.C.

10/24/2011

Open Market Sales

26,036

$330.31

ESL Investors, L.L.C.

10/24/2011

Open Market Sales

411

$330.79

ESL Investors, L.L.C.

10/25/2011

Open Market Sales

702

$329.12

ESL Investors, L.L.C.

10/25/2011

Open Market Sales

8,465

$330.37

ESL Investors, L.L.C.

10/25/2011

Open Market Sales

6,164

$331.63

ESL Investors, L.L.C.

10/25/2011

Open Market Sales

202

$332.03

ESL Investors, L.L.C.

10/26/2011

Open Market Sales

11,415

$328.08

ESL Institutional Partners, L.P.

10/19/2011

Open Market Sales

17

$325.09

ESL Institutional Partners, L.P.

10/19/2011

Open Market Sales

3

$326.08

ESL Institutional Partners, L.P.

10/20/2011

Open Market Sales

6

$327.06

ESL Institutional Partners, L.P.

10/21/2011

Open Market Sales

18

$327.93

ESL Institutional Partners, L.P.

10/21/2011

Open Market Sales

1

$328.85

ESL Institutional Partners, L.P.

10/21/2011

Open Market Sales

1

$329.94

ESL Institutional Partners, L.P.

10/21/2011

Open Market Sales

1

$330.76

ESL Institutional Partners, L.P.

10/24/2011

Open Market Sales

18

$330.31

ESL Institutional Partners, L.P.

10/25/2011

Open Market Sales

7

$330.37

ESL Institutional Partners, L.P.

10/25/2011

Open Market Sales

4

$331.63

ESL Institutional Partners, L.P.

10/26/2011

Open Market Sales

8

$328.08

Edward S. Lampert

10/19/2011

Open Market Sales

39,929

$325.09

Edward S. Lampert

10/19/2011

Open Market Sales

5,832

$326.08

Edward S. Lampert

10/19/2011

Open Market Sales

327

$326.98

Edward S. Lampert

10/20/2011

Open Market Sales

12,768

$327.06

Edward S. Lampert

10/20/2011

Open Market Sales

703

$328.08

Edward S. Lampert

10/21/2011

Open Market Sales

41,137

$327.93

Edward S. Lampert

10/21/2011

Open Market Sales

2,016

$328.85

Edward S. Lampert

10/21/2011

Open Market Sales

2,781

$329.94

Edward S. Lampert

10/21/2011

Open Market Sales

1,635

$330.76

Edward S. Lampert

10/24/2011

Open Market Sales

41,092

$330.31

Edward S. Lampert

10/24/2011

Open Market Sales

649

$330.79

Edward S. Lampert

10/25/2011

Open Market Sales

1,140

$329.12

Edward S. Lampert

10/25/2011

Open Market Sales

13,742

$330.37

Edward S. Lampert

10/25/2011

Open Market Sales

10,009

$331.63

Edward S. Lampert

10/25/2011

Open Market Sales

329

$332.03

Edward S. Lampert

10/26/2011

Open Market Sales

19,280

$328.08

The Lampert Foundation

10/19/2011

Open Market Sales

587

$325.09

The Lampert Foundation

10/19/2011

Open Market Sales

86

$326.08

The Lampert Foundation

10/19/2011

Open Market Sales

5

$326.98

The Lampert Foundation

10/20/2011

Open Market Sales

195

$327.06

The Lampert Foundation

10/20/2011

Open Market Sales

11

$328.08

The Lampert Foundation

10/21/2011

Open Market Sales

621

$327.93

The Lampert Foundation

10/21/2011

Open Market Sales

30

$328.85

The Lampert Foundation

10/21/2011

Open Market Sales

42

$329.94

The Lampert Foundation

10/21/2011

Open Market Sales

25

$330.76

The Lampert Foundation

10/24/2011

Open Market Sales

603

$330.31

The Lampert Foundation

10/24/2011

Open Market Sales

10

$330.79

The Lampert Foundation

10/25/2011

Open Market Sales

17

$329.12

The Lampert Foundation

10/25/2011

Open Market Sales

201

$330.37

The Lampert Foundation

10/25/2011

Open Market Sales

147

$331.63

The Lampert Foundation

10/25/2011

Open Market Sales

5

$332.03

The Lampert Foundation

10/26/2011

Open Market Sales

298

$328.08

Tynan, LLC1

10/19/2011

Open Market Sales

230

$325.09

Tynan, LLC1

10/19/2011

Open Market Sales

34

$326.08

Tynan, LLC1

10/19/2011

Open Market Sales

2

$326.98

Tynan, LLC1

10/20/2011

Open Market Sales

77

$327.06

Tynan, LLC1

10/20/2011

Open Market Sales

4

$328.08

Tynan, LLC1

10/21/2011

Open Market Sales

243

$327.93

Tynan, LLC1

10/21/2011

Open Market Sales

12

$328.85

Tynan, LLC1

10/21/2011

Open Market Sales

16

$329.94

Tynan, LLC1

10/21/2011

Open Market Sales

10

$330.76

Tynan, LLC1

10/24/2011

Open Market Sales

236

$330.31

Tynan, LLC1

10/24/2011

Open Market Sales

4

$330.79

Tynan, LLC1

10/25/2011

Open Market Sales

7

$329.12

Tynan, LLC1

10/25/2011

Open Market Sales

78

$330.37

Tynan, LLC1

10/25/2011

Open Market Sales

58

$331.63

Tynan, LLC1

10/25/2011

Open Market Sales

2

$332.03

Tynan, LLC1

10/26/2011

Open Market Sales

117

$328.08

William C. Crowley

10/19/2011

Open Market Sales

122

$325.09

William C. Crowley

10/19/2011

Open Market Sales

18

$326.08

William C. Crowley

10/19/2011

Open Market Sales

1

$326.98

William C. Crowley

10/20/2011

Open Market Sales

45

$327.06

William C. Crowley

10/20/2011

Open Market Sales

3

$328.08

William C. Crowley

10/21/2011

Open Market Sales

144

$327.93

William C. Crowley

10/21/2011

Open Market Sales

7

$328.85

William C. Crowley

10/21/2011

Open Market Sales

10

$329.94

William C. Crowley

10/21/2011

Open Market Sales

5

$330.76

William C. Crowley

10/24/2011

Open Market Sales

125

$330.31

William C. Crowley

10/24/2011

Open Market Sales

2

$330.79

William C. Crowley

10/25/2011

Open Market Sales

3

$329.12

William C. Crowley

10/25/2011

Open Market Sales

42

$330.37

William C. Crowley

10/25/2011

Open Market Sales

30

$331.63

William C. Crowley

10/25/2011

Open Market Sales

1

$332.03

William C. Crowley

10/26/2011

Open Market Sales

74

$328.08


1William C. Crowley is the sole manager of and a member of Tynan, LLC.