X0306 4 2013-09-23 0 0000109156 ZALE CORP ZLC 0001316267 Killion Theo C/O ZALE CORPORATION 901 WEST WALNUT HILL LANE IRVING TX 75038 1 1 0 0 Chief Executive Officer Common Stock 2013-09-23 4 M 0 25000 14.13 A 166227 D Common Stock 2013-09-23 4 F 0 10488 14.13 D 155739 D Restricted Stock Units (Performance) 0 Common Stock 125000 125000 D Restricted Stock Units 0 2013-07-31 Common Stock 41250 83750 D Restricted Stock Units 0 2012-09-02 Common Stock 87100 44200 D Stock Options (right to buy) 3.95 2012-09-02 2021-09-02 Common Stock 200000 200000 D Restricted Stock Units 0 2013-09-23 4 M 0 25000 0 D 2012-09-23 Common Stock 50000 50000 D Stock Options (right to buy) 2 2011-09-23 2020-09-23 Common Stock 200000 200000 D Stock Options (right to buy) 2.37 2011-02-26 2020-02-26 Common Stock 100000 100000 D Stock Options (right to buy) 26.14 2009-09-16 2018-09-16 Common Stock 82000 82000 D Stock Options (right to buy) 15.69 2009-01-23 2018-01-23 Common Stock 100000 100000 D 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. 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. 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. 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. 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. 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. /s/ Theo Killion 2013-09-25