AutoZone 2010 Annual Report Download - page 37

(5) Includes 50,000 shares held by a charitable foundation for which Mr. Hyde is an officer and a director and
for which he shares investment and voting power. Does not include 2,000 shares owned by Mr. Hyde’s
wife.
(6) Includes 1,090 shares held as custodian for Mr. Rhodes’s children.
(7) Mr. Ullyot is a limited partner in RBS Partners, L.P., which together with various of its affiliates owns
AutoZone common stock as shown in “Security Ownership of Certain Beneficial Owners” below.
Mr. Ullyot was Executive Vice President and General Counsel of ESL Investments, Inc. from October
2005 until April 2008 and may be deemed to have indirect beneficial ownership of the AutoZone shares
beneficially owned by the ESL Group, as defined on page 27. Mr. Ullyot disclaims beneficial ownership
of the AutoZone shares held by the ESL Group.
(8) Includes 1,200 shares held by trusts for which Mr. Goldsmith is a beneficiary and 200 shares held by trusts
for Mr. Goldsmith’s daughters.
(9) Includes 150 shares owned by Mr. Shea’s wife.
Security Ownership of Certain Beneficial Owners
The following entities are known by us to own more than five percent of our outstanding common stock:
Name and Address
of Beneficial Owner Shares
Ownership
Percentage
ESL Partners, L.P.(1)(2) ......................................
200 Greenwich Avenue
Greenwich, CT 06830
15,495,882 34.7%
T. Rowe Price Associates, Inc.(3) . ..............................
100 East Pratt Street
Baltimore, MD 21209
3,524,879 7.9%
(1) The shares deemed beneficially owned by ESL Partners, L.P. are owned by a group (the “ESL Group”)
consisting of ESL Partners, L.P., a Delaware limited partnership; ESL Institutional Partners, L.P., a Dela-
ware limited partnership; ESL Investors, L.L.C., a Delaware limited liability company; Acres Partners,
L.P., a Delaware limited partnership; RBS Partners, L.P., a Delaware limited partnership; ESL Investments,
Inc., a Delaware corporation; Edward S. Lampert; Tynan, LLC, a Delaware limited liability company; Wil-
liam C. Crowley; and The Lampert Foundation. RBS Partners, L.P. is the general partner of ESL Partners,
L.P. and the manager of ESL Investors, L.L.C. ESL Investments, Inc. is the general partner of RBS Part-
ners, L.P. and Acres Partners, L.P. and is the managing member of RBS Investment Management, L.L.C.
RBS Investment Management, L.L.C. is the general partner of ESL Institutional Partners, L.P. Mr. Lampert
is the Chairman, Chief Executive Officer and a director of ESL Investments, Inc., and managing member
of ESL Investment Management, L.P. Mr. Crowley is the manager of Tynan, LLC and the President and
Chief Operating Officer of ESL Investments, Inc. Mr. Crowley is also a current Director of AutoZone. In
their respective capacities, each of the foregoing may be deemed to be the beneficial owner of the shares
of AutoZone common stock beneficially owned by other members of the ESL Group. ESL Partners, L.P.
has sole voting and dispositive power for 7,493,142 shares; ESL Institutional Partners, L.P. has sole voting
and dispositive power for 1,618 shares; ESL Investors, L.L.C. has sole voting and dispositive power for
2,236,346 shares; Acres Partners, L.P. has sole voting and dispositive power for 2,000,000 shares; RBS
Partners, L.P. has sole voting and dispositive power for 9,729,488 shares; ESL Investments, Inc. has sole
voting and dispositive power for 11,731,106 shares; Mr. Lampert has sole voting power for
15,458,679 shares and has sole dispositive power for 12,871,167 shares; Tynan LLC has sole voting power
for 24,906 shares and sole dispositive power for 21,970 shares; and Mr. Crowley has sole voting power for
37,203 shares and has sole dispositive power for 21,970 shares. Mr. Lampert and Mr. Crowley are each
party to an agreement with ESL Partners, L.P. that contains certain restrictions on disposition of shares.
The source of this data is information supplied by the ESL Group at the request of the Company.
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