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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units (Performance) | $ 0 | 10/31/2013 | A | 70,500 | 10/31/2014 | (1) | Common Stock | 70,500 | $ 0 | 70,500 | D | ||||
| Restricted Stock Units | $ 0 | 10/31/2013 | A | 70,500 | 10/31/2014 | (3) | Common Stock | 70,500 | $ 0 | 70,500 | D | ||||
| Restricted Stock Units (Performance) | $ 0 | (2) | (2) | Common Stock | 125,000 | 125,000 | D | ||||||||
| Restricted Stock Units | $ 0 | 07/31/2013 | (3) | Common Stock | 83,750 | 83,750 | D | ||||||||
| Restricted Stock Units | $ 0 | 09/02/2012 | (4) | Common Stock | 44,200 | 44,200 | D | ||||||||
| Stock Options (right to buy) | $ 3.95 | 09/02/2012 | 09/02/2021 | Common Stock | 200,000 | 200,000 | D | ||||||||
| Restricted Stock Units | $ 0 | 09/23/2012 | (5) | Common Stock | 50,000 | 50,000 | D | ||||||||
| Stock Options (right to buy) | $ 2 | 09/23/2011 | 09/23/2020 | Common Stock | 200,000 | 200,000 | D | ||||||||
| Stock Options (right to buy) | $ 2.37 | 02/26/2011 | 02/26/2020 | Common Stock | 100,000 | 100,000 | D | ||||||||
| Stock Options (right to buy) | $ 26.14 | 09/16/2009 | 09/16/2018 | Common Stock | 82,000 | 82,000 | D | ||||||||
| Stock Options (right to buy) | $ 15.69 | 01/23/2009 | 01/23/2018 | Common Stock | 100,000 | 100,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Killion Theo C/O ZALE CORPORATION 901 WEST WALNUT HILL LANE IRVING, TX 75038 |
X | Chief Executive Officer | ||
| /s/ Theo Killion | 11/04/2013 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Performance-based restricted stock units granted under the Zale Corporation 2011 Omnibus Incentive Plan that will vest based upon the Company's satisfaction of certain fiscal year performance goals during fiscal years 2014 through 2016. Upon vesting, the holder will be entitled to receive a number of shares of common stock for each unit dependent upon the level of satisfaction of the performance goals, unless the Board of Directors determines that payment shall be made in cash. |
| (2) | 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. |
| (3) | 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. |
| (4) | 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. |
| (5) | 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. |