SEC FORM 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Killion Theo

(Last)

(First)

(Middle)

C/O ZALE CORPORATION

901 WEST WALNUT HILL LANE

(Street)

IRVING

75038

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ZALE CORP [ ZLC ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/23/2013

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)
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	09/23/2013		M⁽¹⁾		25,000	A	$14.13	166,227	D
Common Stock	09/23/2013		F⁽²⁾		10,488	D	$14.13	155,739	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units (Performance)	$0							⁽³⁾	⁽³⁾	Common Stock	125,000		125,000	D
Restricted Stock Units	$0							07/31/2013	⁽⁴⁾	Common Stock	41,250		83,750	D
Restricted Stock Units	$0							09/02/2012	⁽⁵⁾	Common Stock	87,100		44,200	D
Stock Options (right to buy)	$3.95							09/02/2012	09/02/2021	Common Stock	200,000		200,000	D
Restricted Stock Units	$0	09/23/2013		M			25,000	09/23/2012	⁽⁶⁾	Common Stock	50,000	$0	50,000	D
Stock Options (right to buy)	$2							09/23/2011	09/23/2020	Common Stock	200,000		200,000	D
Stock Options (right to buy)	$2.37							02/26/2011	02/26/2020	Common Stock	100,000		100,000	D
Stock Options (right to buy)	$26.14							09/16/2009	09/16/2018	Common Stock	82,000		82,000	D
Stock Options (right to buy)	$15.69							01/23/2009	01/23/2018	Common Stock	100,000		100,000	D

Explanation of Responses:

1. Reflects the issuance of 25,000 shares of Common Stock to the undersigned upon the vesting of restricted stock units as shown on Table 2 of this report.

2. Reflects the withholding of 10,488 shares by the Company to satisfy tax obligations in connection with the vesting of 25,000 shares of restricted stock units. No shares were bought or sold in the open market.

3. Performance-based restricted stock units granted under the Zale Corporation 2011 Omnibus Incentive Plan that vest as to 100% of the units if the Company satisfies a certain performance goal over any period of four consecutive fiscal quarters beginning on August 1, 2012 and ending on July 31, 2015. Upon vesting, the holder will be entitled to receive one share of common stock for each unit, unless the Board of Directors determines that payment shall be made in cash.

4. Restricted stock units granted under Zale Corporation 2011 Omnibus Incentive Plan that vest as to 33% of the units on the first anniversary of the grant date, as to an additional 33% of the units on the second anniversary of the grant date and as to the remaining 34% of the units on the third anniversary of the grant date. Upon vesting, the holder will be entitled to receive one share of common stock for each unit, unless the Board of Directors determines that payment shall be made in cash.

5. Restricted stock units granted under Zale Corporation 2003 Stock Incentive Plan that vest as to 33% of the units on the first anniversary of the grant date, as to an additional 33% of the units on the second anniversary of the grant date and as to the remaining 34% of the units on the third anniversary of the grant date. Upon vesting, the holder will be entitled to receive one share of common stock for each unit, unless the Board of Directors determines that payment shall be made in cash.

6. Restricted stock units granted under Zale Corporation 2003 Stock Incentive Plan that vest as to 25% of the units on the second anniversary of the grant date, as to an additional 25% of the units on the third anniversary of the grant date and as to the remaining 50% of the units on the fourth anniversary of the grant date. Upon vesting, the holder will be entitled to receive one share of common stock for each unit, unless the Board of Directors determines that payment shall be made in cash. This report reflects the vesting of 25,000 units.

Remarks:

	/s/ Theo Killion	09/25/2013
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.