| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Zep Inc. [ ZEP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/17/2007 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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(1) | 10/17/2007 | J(1) | 25,038 | A | $0 | 25,038 | D | |||
| Common Stock(1) | 10/17/2007 | J(1) | 36,910 | A | $0 | 61,948(2) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Employee Stock Option(3) | (4) | 10/17/2007 | J(3) | 0(4) | (4) | 07/28/2015 | Common Stock | 0(4) | $0 | 0(4) | D | ||||
| Employee Stock Option(3) | (5) | 10/17/2007 | J(3) | 0(5) | (5) | 11/30/2015 | Common Stock | 0 | $0 | 0(5) | D | ||||
| Explanation of Responses: |
| 1. Represents the number of shares of common stock of Zep Inc. ("Zep") the Reporting Person will receive after giving effect to the dividend distribution from Acuity Brands, Inc. ("AYI") pursuant to the spin-off of its specialty chemical business (the "Spin-Off"). The Reporting Person became entitled to receive one share of Zep common stock for each two shares of AYI as of the record date, October 17, 2007 . |
| 2. The total direct shares shown include 36,910 time-vesting restricted shares after giving effect to the dividend distribution from AYI pursuant to the Spin-Off. |
| 3. Represents an AYI stock option currently held by the Reporting Person that will be replaced with an option to purchase shares of common stock of the Issuer according to a formula set forth in the Employee Benefits Agreement between AYI and Issuer that will be executed immediately prior to the dividend distribution date for the Spin-Off. The number of Issuer shares underlying the Issuer stock option is indeterminate at this time since it will depend upon the trading prices of AYI common stock and the trading price of Issuer common stock, trading on a "when-issued" basis, as of the date of the dividend distribution at the Spin-Off. |
| 4. The exercise price and number of Issuer shares underlying the Issuer stock option is indeterminate at this time. This stock option currently represents the right to purchase 79,990 shares of AYI at an exercise price of $29.18. The original award agreement provided for a four-year ratable vesting schedule beginning one year after the grant date. This option will become fully vested on July 29, 2009. |
| 5. The exercise price and number of Issuer shares underlying the Issuer stock option is indeterminate at this time. The unvested portion of this stock option currently represents the right to purchase 5,334 shares of AYI at an exercise price of $31.99. The original award agreement provided for a three-year ratable vesting schedule beginning one year after the grant date. This option will become fully vested on December 1, 2008. |
| By: Jill A. Gilmer, under Power of Attorney For: John K. Morgan | 10/19/2007 | |
| ** 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. | ||