azoschedule13da_10131.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. 40)*

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 12, 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

5,079,230

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

5,079,230

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,634,450

12

 

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

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

29.0%

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

1,214

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

1,214

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,634,450

12

 

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

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

29.0%

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

1,692,851

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

1,692,851

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,634,450

12

 

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

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

29.0%

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

11,634,450

12

 

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

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

29.0%

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

1,214

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

1,214

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,634,450

12

 

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

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

29.0%

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

16,494

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

16,494

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,634,450

12

 

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

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

29.0%

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

6,772,081

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

6,772,081

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,634,450

12

 

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

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

29.0%

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

8,773,295

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

8,773,295

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,634,450

12

 

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

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

29.0%

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

11,604,161

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

9,628,787

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,634,450

12

 

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

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

29.0%

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

30,289

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

20,710

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,634,450

12

 

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

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

29.0%

14

 

TYPE OF REPORTING PERSON
IN

 

                                                                                                                                                             


 
               

               This Amendment No. 40 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. 40 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. 40 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 13, 2011, the Filing Persons may be deemed to beneficially own an aggregate of 11,634,450 Shares (which represents approximately 29.0% of the 40,114,000 Shares outstanding as of August 27, 2011, as disclosed in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 20, 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.

 

 

11,634,450 (1)

 

 

29.0%

5,079,230

0

5,079,230

 

0

ESL Institutional Partners, L.P.

 

 

11,634,450 (1)

 

 

29.0%

1,214

 

0

1,214

 

0

ESL Investors, L.L.C.

 

 

11,634,450 (1)

 

 

29.0%

1,692,851

0

1,692,851

0

Acres Partners, L.P.

 

 

11,634,450 (1)

 

29.0%

2,000,000

0

2,000,000

0

 

RBS Investment Management, L.L.C.

 

 

11,634,450 (1)

 

 

29.0%

1,214 (2)

0

1,214 (2)

0

Tynan, LLC

 

11,634,450 (1)

 

29.0%

16,494

0

16,494

0

 

RBS Partners, L.P.

 

 

11,634,450 (1)

 

29.0%

 

6,772,081 (4)

 

0

 

6,772,081 (4)

 

0

ESL Investments, Inc.

 

 

11,634,450 (1)

 

 

29.0%

 

8,773,295 (5)

 

0

 

8,773,295 (5)

 

0

Edward S. Lampert

 

 

11,634,450 (1)

 

29.0%

11,604,161 (6)

0

9,628,787 (3)

0

William C. Crowley

 

11,634,450 (1)

 

29.0%

30,289 (7)

0

20,710 (3)

0

                                                                                                                                                             


 
           

(1)        This number consists of 5,079,230 Shares held by Partners, 1,214 Shares held by Institutional, 1,692,851 Shares held in an account established by the investment member of Investors, 2,000,000 Shares held by Acres, 16,494 Shares held by Tynan, 13,795 Shares held by Mr. Crowley, 2,788,768 Shares held by Mr. Lampert and 42,098 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 1,214 Shares held by Institutional.

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

(4)        This number consists of 5,079,230 Shares held by Partners and 1,692,851 Shares held in an account established by the investment member of Investors.

(5)        This number consists of 5,079,230 Shares held by Partners, 1,214 Shares held by Institutional, 1,692,851 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 5,079,230 Shares held by Partners, 1,214 Shares held by Institutional, 1,692,851 Shares held in an account established by the investment member of Investors, 2,000,000 Shares held by Acres, 2,788,768 Shares held by Mr. Lampert and 42,098 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 16,494 Shares held by Tynan and 13,795 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 July 25, 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 13, 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.

9/27/2011

Open Market Sales

104,665

$326.26

ESL Partners, L.P.

9/27/2011

Open Market Sales

49,050

$327.04

ESL Partners, L.P.

9/27/2011

Open Market Sales

2,359

$328.14

ESL Partners, L.P.

9/27/2011

Open Market Sales

3,392

$329.05

ESL Partners, L.P.

9/27/2011

Open Market Sales

39

$330.00

ESL Partners, L.P.

9/28/2011

Open Market Sales

3,401

$323.93

ESL Partners, L.P.

9/28/2011

Open Market Sales

14,645

$325.26

ESL Partners, L.P.

9/28/2011

Open Market Sales

3,834

$325.78

ESL Partners, L.P.

9/29/2011

Open Market Sales

4,960

$325.32

ESL Partners, L.P.

9/29/2011

Open Market Sales

7,245

$326.03

ESL Partners, L.P.

9/30/2011

Open Market Sales

2,664

$324.12

ESL Partners, L.P.

9/30/2011

Open Market Sales

6,229

$325.20

ESL Partners, L.P.

10/11/2011

Open Market Sales

32,020

$327.96

ESL Partners, L.P.

10/11/2011

Open Market Sales

1,003

$329.17

ESL Partners, L.P.

10/11/2011

Open Market Sales

43

$331.53

ESL Partners, L.P.

10/12/2011

Open Market Sales

41,571

$328.61

ESL Partners, L.P.

10/13/2011

Open Market Sales

22,621

$327.43

ESL Partners, L.P.

10/13/2011

Open Market Sales

2,024

$328.09

ESL Investors, L.L.C.

9/27/2011

Open Market Sales

7,559

$326.26

ESL Investors, L.L.C.

9/27/2011

Open Market Sales

3,543

$327.04

ESL Investors, L.L.C.

9/27/2011

Open Market Sales

170

$328.14

ESL Investors, L.L.C.

9/27/2011

Open Market Sales

245

$329.05

ESL Investors, L.L.C.

9/27/2011

Open Market Sales

3

$330.00

ESL Investors, L.L.C.

9/28/2011

Open Market Sales

2,139

$323.93

ESL Investors, L.L.C.

9/28/2011

Open Market Sales

9,208

$325.26

ESL Investors, L.L.C.

9/28/2011

Open Market Sales

2,411

$325.78

ESL Investors, L.L.C.

9/29/2011

Open Market Sales

379

$325.32

ESL Investors, L.L.C.

9/29/2011

Open Market Sales

553

$326.03

ESL Investors, L.L.C.

9/30/2011

Open Market Sales

1,420

$324.12

ESL Investors, L.L.C.

9/30/2011

Open Market Sales

3,321

$325.20

ESL Investors, L.L.C.

10/11/2011

Open Market Sales

20,969

$327.96

ESL Investors, L.L.C.

10/11/2011

Open Market Sales

657

$329.17

ESL Investors, L.L.C.

10/11/2011

Open Market Sales

27

$331.53

ESL Investors, L.L.C.

10/12/2011

Open Market Sales

17,329

$328.61

ESL Investors, L.L.C.

10/13/2011

Open Market Sales

12,816

$327.43

ESL Investors, L.L.C.

10/13/2011

Open Market Sales

1,148

$328.09

ESL Institutional Partners, L.P.

9/27/2011

Open Market Sales

18

$326.26

ESL Institutional Partners, L.P.

9/27/2011

Open Market Sales

9

$327.04

ESL Institutional Partners, L.P.

9/27/2011

Open Market Sales

1

$329.05

ESL Institutional Partners, L.P.

9/28/2011

Open Market Sales

1

$323.93

ESL Institutional Partners, L.P.

9/28/2011

Open Market Sales

5

$325.26

ESL Institutional Partners, L.P.

9/28/2011

Open Market Sales

1

$325.78

ESL Institutional Partners, L.P.

9/29/2011

Open Market Sales

1

$325.32

ESL Institutional Partners, L.P.

9/29/2011

Open Market Sales

1

$326.03

ESL Institutional Partners, L.P.

9/30/2011

Open Market Sales

1

$324.12

ESL Institutional Partners, L.P.

9/30/2011

Open Market Sales

1

$325.20

ESL Institutional Partners, L.P.

10/11/2011

Open Market Sales

10

$327.96

ESL Institutional Partners, L.P.

10/12/2011

Open Market Sales

11

$328.61

ESL Institutional Partners, L.P.

10/13/2011

Open Market Sales

6

$327.43

ESL Institutional Partners, L.P.

10/13/2011

Open Market Sales

1

$328.09

Edward S. Lampert

9/27/2011

Bona Fide Gift to the Lampert Foundation

15,279

N/A

Edward S. Lampert

9/27/2011

Open Market Sales

34,356

$326.26

Edward S. Lampert

9/27/2011

Open Market Sales

16,100

$327.04

Edward S. Lampert

9/27/2011

Open Market Sales

775

$328.14

Edward S. Lampert

9/27/2011

Open Market Sales

1,113

$329.05

Edward S. Lampert

9/27/2011

Open Market Sales

13

$330.00

Edward S. Lampert

9/28/2011

Open Market Sales

2,607

$323.93

Edward S. Lampert

9/28/2011

Open Market Sales

11,227

$325.26

Edward S. Lampert

9/28/2011

Open Market Sales

2,939

$325.78

Edward S. Lampert

9/29/2011

Open Market Sales

1,649

$325.32

Edward S. Lampert

9/29/2011

Open Market Sales

2,408

$326.03

Edward S. Lampert

9/30/2011

Open Market Sales

1,777

$324.12

Edward S. Lampert

9/30/2011

Open Market Sales

4,154

$325.20

Edward S. Lampert

10/11/2011

Open Market Sales

23,135

$327.96

Edward S. Lampert

10/11/2011

Open Market Sales

725

$329.17

Edward S. Lampert

10/11/2011

Open Market Sales

30

$331.53

Edward S. Lampert

10/12/2011

Open Market Sales

26,021

$328.61

Edward S. Lampert

10/13/2011

Open Market Sales

17,042

$327.43

Edward S. Lampert

10/13/2011

Open Market Sales

1,526

$328.09

The Lampert Foundation

9/27/2011

Bona Fide Gift from Edward S. Lampert

15,279

N/A

The Lampert Foundation

9/27/2011

Open Market Sales

419

$326.26

The Lampert Foundation

9/27/2011

Open Market Sales

196

$327.04

The Lampert Foundation

9/27/2011

Open Market Sales

9

$328.14

The Lampert Foundation

9/27/2011

Open Market Sales

14

$329.05

The Lampert Foundation

9/28/2011

Open Market Sales

36

$323.93

The Lampert Foundation

9/28/2011

Open Market Sales

155

$325.26

The Lampert Foundation

9/28/2011

Open Market Sales

40

$325.78

The Lampert Foundation

9/29/2011

Open Market Sales

31

$325.32

The Lampert Foundation

9/29/2011

Open Market Sales

45

$326.03

The Lampert Foundation

9/30/2011

Open Market Sales

26

$324.12

The Lampert Foundation

9/30/2011

Open Market Sales

60

$325.20

The Lampert Foundation

10/11/2011

Open Market Sales

335

$327.96

The Lampert Foundation

10/11/2011

Open Market Sales

11

$329.17

The Lampert Foundation

10/12/2011

Open Market Sales

374

$328.61

The Lampert Foundation

10/13/2011

Open Market Sales

231

$327.43

The Lampert Foundation

10/13/2011

Open Market Sales

21

$328.09

Tynan, LLC 1

9/27/2011

Open Market Sales

253

$326.26

Tynan, LLC1

9/27/2011

Open Market Sales

118

$327.04

Tynan, LLC1

9/27/2011

Open Market Sales

6

$328.14

Tynan, LLC1

9/27/2011

Open Market Sales

8

$329.05

Tynan, LLC1

9/28/2011

Open Market Sales

14

$323.93

Tynan, LLC1

9/28/2011

Open Market Sales

60

$325.26

Tynan, LLC1

9/28/2011

Open Market Sales

16

$325.78

Tynan, LLC1

9/29/2011

Open Market Sales

12

$325.32

Tynan, LLC1

9/29/2011

Open Market Sales

18

$326.03

Tynan, LLC1

9/30/2011

Open Market Sales

10

$324.12

Tynan, LLC1

9/30/2011

Open Market Sales

24

$325.20

Tynan, LLC1

10/11/2011

Open Market Sales

131

$327.96

Tynan, LLC1

10/11/2011

Open Market Sales

4

$329.17

Tynan, LLC1

10/12/2011

Open Market Sales

146

$328.61

Tynan, LLC1

10/13/2011

Open Market Sales

91

$327.43

Tynan, LLC1

10/13/2011

Open Market Sales

8

$328.09

William C. Crowley

9/27/2011

Open Market Sales

372

$326.26

William C. Crowley

9/27/2011

Open Market Sales

174

$327.04

William C. Crowley

9/27/2011

Open Market Sales

8

$328.14

William C. Crowley

9/27/2011

Open Market Sales

12

$329.05

William C. Crowley

9/27/2011

Open Market Sales

1

$330.00

William C. Crowley

9/28/2011

Open Market Sales

4

$323.93

William C. Crowley

9/28/2011

Open Market Sales

16

$325.26

William C. Crowley

9/28/2011

Open Market Sales

4

$325.78

William C. Crowley

9/29/2011

Open Market Sales

12

$325.32

William C. Crowley

9/29/2011

Open Market Sales

18

$326.03

William C. Crowley

9/30/2011

Open Market Sales

4

$324.12

William C. Crowley

9/30/2011

Open Market Sales

9

$325.20

  William C. Crowley

10/1/2011

Distribution of Director's Compensation from the Issuer

156.6

$0

William C. Crowley

10/12/2011

Open Market Sales

62

$328.61

William C. Crowley

10/13/2011

Open Market Sales

29

$327.43

William C. Crowley

10/13/2011

Open Market Sales

3

$328.09


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