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

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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^*

Bachmann Mark R

(Last)

(First)

(Middle)

4401 NORTHSIDE PARKWAY

SUITE 700

(Street)

ATLANTA

30327

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Zep Inc. [ ZEP ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/17/2007

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⁽¹⁾	10/17/2007		J⁽¹⁾		15,957	A	$0	15,957	D
Common Stock⁽¹⁾	10/17/2007		J⁽¹⁾		1,332	A	$0	17,289	D
Common Stock⁽¹⁾	10/17/2007		J⁽¹⁾		8,989	A	$0	26,278⁽²⁾	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)
Employee Stock Option⁽³⁾	⁽⁴⁾	10/17/2007		J⁽³⁾		0		⁽⁴⁾	09/21/2008	Common Stock	0⁽⁴⁾	$0	0⁽⁴⁾	D
Employee Stock Option⁽³⁾	⁽⁵⁾	10/17/2007		J⁽³⁾		0		⁽⁵⁾	10/06/2009	Common Stock	0⁽⁵⁾	$0	0⁽⁵⁾	D
Employee Stock Option⁽³⁾	⁽⁶⁾	10/17/2007		J⁽³⁾		0		⁽⁶⁾	01/04/2010	Common Stock	0⁽⁶⁾	$0	0⁽⁶⁾	D
Employee Stock Option⁽³⁾	⁽⁷⁾	10/17/2007		J⁽³⁾		0		⁽⁷⁾	12/17/2013	Common Stock	0⁽⁷⁾	$0	0⁽⁷⁾	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 8,989 time-vesting restricted shares and 1,332 shares held in a Section 423 stock purchase plan 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 3,091 shares of AYI at an exercise price of $29.95. The original option agreement provided for a four year ratable vesting schedule beginning one year after the grant date, September 22, 1998 and is fully vested.

5. 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 4,682 shares of AYI with an exercise price of $28.03. The original option agreement provided for a four year ratable vesting schedule beginning one year after the grant date, October 7, 1999, and is fully vested.

6. 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 3,219 shares of AYI with an exercise price of $23.65. The original option agreement provided for a four year ratable vesting schedule beginning one year after the grant date, January 5, 2000, and is fully vested.

7. 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 15,948 shares of AYI with an exercise price of $23.69. The original option agreement provided for a three-year ratable vesting schedule beginning one year after the grant date, December 18, 2003, and is fully vested.

	Mark R. Bachmann	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).
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