Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Killion Theo
  2. Issuer Name and Ticker or Trading Symbol
ZALE CORP [ZLC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
C/O ZALE CORPORATION, 901 WEST WALNUT HILL LANE
3. Date of Earliest Transaction (Month/Day/Year)
05/29/2014
(Street)

IRVING, TX 75038
4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 05/29/2014   D   234,778 D (1) 0 D  

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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 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (Performance) $ 0 05/29/2014   D     70,500   (2)   (2) Common Stock 70,500 (2) 0 D  
Restricted Stock Units $ 0 05/29/2014   D     70,500   (3)   (3) Common Stock 70,500 (3) 0 D  
Restricted Stock Units $ 0 05/29/2014   D     83,750   (3)   (3) Common Stock 83,750 (3) 0 D  
Restricted Stock Units $ 0 05/29/2014   D     44,200   (3)   (3) Common Stock 44,200 (3) 0 D  
Stock Options (right to buy) $ 3.95 05/29/2014   D     200,000   (4) 09/02/2021 Common Stock 200,000 (4) 0 D  
Restricted Stock Units $ 0 05/29/2014   D     50,000   (3)   (3) Common Stock 50,000 (3) 0 D  
Stock Options (right to buy) $ 2 05/29/2014   D     200,000   (4) 09/23/2020 Common Stock 200,000 (4) 0 D  
Stock Options (right to buy) $ 2.37 05/29/2014   D     100,000   (4) 02/26/2020 Common Stock 100,000 (4) 0 D  
Stock Options (right to buy) $ 26.14 05/29/2014   D     82,000   (4) 09/16/2018 Common Stock 82,000 (4) 0 D  
Stock Options (right to buy) $ 15.69 05/29/2014   D     100,000   (4) 01/23/2018 Common Stock 100,000 (4) 0 D  

Reporting Owners

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  

Signatures

 /s/ Theo Killion   06/02/2014
**Signature of Reporting Person Date

Explanation of Responses:

* 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) Pursuant to the Agreement and Plan of Merger, dated as of February 19, 2014 (the "Merger Agreement"), by and among Zale Corporation("Zale"), Signet Jewelers Limited and Carat Merger Sub, Inc., on May 29, 2014, each share of Zale common stock, par value $0.01 per share ("Common Stock") issued and outstanding immediately prior to the Effective Time (as defined in the Merger Agreement), was converted into the right to receive $21.00 in cash ("the "Merger Consideration").
(2) Pursuant to the Merger Agreement, on May 29, 2014, each restricted stock unit subject to performance-based vesting conditions ("Performance-Vested RSU") (x) became fully vested if more than 50% of the relevant performance period was completed as of May 29, 2014 or became 50% vested if 50% or less of the relevant performance period was completed as of May 29, 2014 and (y) was converted into the right to receive an amount in cash equal to the merger consideration with respect to each share of Common Stock that vests pursuant to such Performance-Vested RSU.
(3) Pursuant to the Merger Agreement, on May 29, 2014, each restricted stock unit subject to vesting conditions other than performance-based vesting conditions ("Time-Vested RSU") became fully vested, was canceled and was converted into the right to receive an amount in cash equal to the Merger Consideration with respect to each share of Common Stock subject to such Time-Vested RSU immediately prior to the Effective Time.
(4) Pursuant to the Merger Agreement, on May 29, 2014, each Zale stock option, whether vested or unvested, was canceled and converted into the right to receive an amount in cash equal to the excess (if any) of (x) the Merger Consideration multiplied by the number of shares of Common Stock underlying such stock option immediately prior to the Effective Time over (y) the aggregate exercise price payable upon exercise of such stock option immediately prior to the Effective Time. Each outstanding stock option that had an exercise price that was greater than or equal to the Merger Consideration was canceled for no consideration.

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