| 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
ZALE CORP [ ZLC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/03/2013 | ||||||||||||||||||||||||||
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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 | 09/03/2013 | M(1) | 24,750 | A | $12.8 | 100,848 | D | |||
| Common Stock | 09/03/2013 | F(2) | 6,770 | D | $12.8 | 94,078 | 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 | ||||||||
| Restricted Stock Units (Performance) | $0 | (3) | (3) | Common Stock | 50,000 | 50,000 | D | ||||||||
| Restricted Stock Units | $0 | 07/31/2013 | (4) | Common Stock | 33,500 | 33,500 | D | ||||||||
| Restricted Stock Units | $0 | 09/03/2013 | M | 24,750 | 09/02/2012 | (5) | Common Stock | 24,750 | $0 | 25,500 | D | ||||
| Stock Options (right to buy) | $3.95 | 09/02/2012 | 09/02/2021 | Common Stock | 85,000 | 85,000 | D | ||||||||
| Stock Options (right to buy) | $2 | 09/23/2011 | 09/23/2020 | Common Stock | 55,000 | 55,000 | D | ||||||||
| Stock Options (right to buy) | $2.37 | 02/26/2011 | 02/26/2020 | Common Stock | 70,000 | 70,000 | D | ||||||||
| Stock Options (right to buy) | $26.14 | 09/16/2009 | 09/16/2018 | Common Stock | 56,000 | 56,000 | D | ||||||||
| Stock Options (right to buy) | $21.29 | 11/14/2008 | 11/14/2017 | Common Stock | 55,000 | 55,000 | D | ||||||||
| Stock Options (right to buy) | $27.89 | 09/14/2007 | 09/14/2016 | Common Stock | 10,000 | 10,000 | D | ||||||||
| Stock Options (right to buy) | $27.24 | 08/29/2007 | 08/29/2016 | Common Stock | 15,000 | 15,000 | D | ||||||||
| Stock Options (right to buy) | $24.1 | 05/05/2007 | 05/05/2016 | Common Stock | 25,000 | 25,000 | D | ||||||||
| Stock Options (right to buy) | $27.52 | 09/06/2006 | 09/06/2015 | Common Stock | 10,000 | 10,000 | D | ||||||||
| Stock Options (right to buy) | $26.33 | 01/10/2006 | 01/10/2015 | Common Stock | 10,000 | 10,000 | D | ||||||||
| Stock Options (right to buy) | $27.44 | 07/21/2005 | 07/21/2014 | Common Stock | 10,000 | 10,000 | D | ||||||||
| Stock Options (right to buy) | $23.23 | 07/22/2004 | 07/22/2013 | Common Stock | 8,524 | 8,524 | D | ||||||||
| Explanation of Responses: |
| 1. Reflects the issuance of 24,750 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 6,770 shares by the Company to satisfy tax obligations in connection with the vesting of 24,750 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. This report reflects the vesting of 24,750 units. |
| Remarks: |
| /s/ Gilbert P. Hollander | 09/05/2013 | |
| ** 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. | ||