SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Edwards Darrell Dewain

(Last)

(First)

(Middle)

1284 N. TELEGRAPH ROAD

(Street)

MONROE

48162

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/20/2014

3. Issuer Name and Ticker or Trading Symbol
LA-Z-BOY INC [ LZB ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	13,917	D
Common Shares	219	I	by 401(k)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options (right to buy)	07/14/2011⁽¹⁾	07/14/2020	Common Shares	3,893	$7.75	D
Stock Options (right to buy)	07/13/2012⁽¹⁾	07/13/2021	Common Shares	14,820	$9.35	D
Stock Options (right to buy)	06/16/2015⁽¹⁾	06/16/2024	Common Shares	17,943	$23.63	D
Stock Appreciation Rights	07/11/2013⁽²⁾	07/11/2022	Common Shares	12,122	$11.97	D
Stock Appreciation Rights	06/17/2014⁽²⁾	06/17/2023	Common Shares	11,994	$19.06	D
Restricted Stock Units⁽³⁾	⁽⁴⁾	⁽⁴⁾	Common Shares	4,997	$0	D

Explanation of Responses:

1. These options were granted under the La-Z-Boy Incorporated 2010 Omnibus Incentive Plan and become exercisable in four equal annual installments beginning on the date shown in the Date Exercisable column.

2. These stock appreciation rights were granted under the La-Z-Boy Incorporated 2010 Omnibus Incentive Plan and become exercisable in four equal annual installments beginning on the date shown in the Date Exercisable column.

3. Payable in cash.

4. These restricted stock units were granted under the La-Z-Boy Incorporated 2010 Omnibus Incentive Plan and will settle upon approval by the Compensation Committee following the performance cycle ending in April 2015.

Remarks:

	James P. Klarr, Attorney in fact	08/29/2014
	** 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 5 (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.
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