SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
BEDAPUDI PRAKASH

(Last) (First) (Middle)
2140 LAKE PARK BLVD

(Street)
RICHARDSON TX 75080

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
LENNOX INTERNATIONAL INC [ LII ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Chief Technology Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/26/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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)
Code V Amount (A) or (D) Price
Common Stock, Par Value $0.01 Per Share 11/26/2012 S 12,598 D $52.323 (1) 14,015 D
Common Stock, Par Value $0.01 Per Share 11/26/2012 M 1,949 A $52.38 15,964 D
Common Stock, Par Value $0.01 Per Share 11/26/2012 M 8,497 A $52.37 24,461 D
Common Stock, Par Value $0.01 Per Share 11/26/2012 M 1,876 A $52.37 26,337 D
Common Stock, Par Value $0.01 Per Share 11/26/2012 M 276 A $52.35 26,613 D
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-qualified Stock Appreciation Right $29.245 11/26/2012 M 6,000 07/07/2009 (2) 07/07/2015 Common Stock, Par Value $0.01 Per Share 6,000 $0 0 D
Non-qualified Stock Appreciation Right $28.24 11/26/2012 M 25,994 12/11/2009 (2) 12/11/2015 Common Stock, Par Value $0.01 Per Share 25,994 $0 0 D
Non-qualified Stock Appreciation Right $36.935 11/26/2012 M 10,018 12/10/2010 (2) 12/10/2016 Common Stock, Par Value $0.01 Per Share 10,018 $0 5,009 D
Non-qualified Stock Appreciation Right $46.78 11/26/2012 M 4,084 12/09/2011 (2) 12/09/2017 Common Stock, Par Value $0.01 Per Share 4,084 $0 8,168 D
Explanation of Responses:
1. Reflects a weighted average sale price of $52.323 at prices ranging from $52.30 to $52.38 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
2. One third of the Stock Appreciation Rights became exercisable on each of the three anniversary dates following the date of grant, and the entire grant became fully exercisable at that time.
Remarks:
Attorney-in-fact pursuant to Power of Attorney dated May 12, 2010.
/s/ John D. Torres, attorney-in-fact for Prakash Bedapudi 11/27/2012
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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