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 *
DARROW KURT L
   2. Issuer Name and Ticker or Trading Symbol
LA-Z-BOY INC [LZB] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman, President & CEO
(Last)
(First)
(Middle)
ONE LA-Z-BOY DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
02/28/2019
(Street)

MONROE, MI 48162		 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 Shares 02/28/2019   M   37,060 A $ 19.06 540,642 D  
Common Shares 02/28/2019   S   37,060 D $ 34.473 (2) 503,582 D  
Common Shares 03/01/2019   M   57,520 A $ 19.06 561,102 D  
Common Shares 03/01/2019   M   42,480 A $ 23.63 603,582 D  
Common Shares 03/01/2019   S   100,000 D $ 34.3868 (3) 503,582 D  
Common Shares 03/04/2019   M   66,372 A $ 23.63 569,954 D  
Common Shares 03/04/2019   S   66,372 D $ 34.0334 (4) 503,582 D  
Common Shares 12/19/2018   G V 2,370 D $ 0 501,212 D  
Common Shares 12/19/2018   G V 1,975 D $ 0 29,025 I By Charitable Lead Trust (5)
Common Shares               2,753 I By 401k

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Employee stock option (right to buy) $ 19.06 02/28/2019   M     37,060 06/17/2014(1) 06/17/2023 Common Shares 37,060 $ 0 57,520 D  
Employee stock option (right to buy) $ 19.06 03/01/2019   M     57,520 06/17/2014(1) 06/17/2023 Common Shares 57,520 $ 0 0 D  
Employee stock option (right to buy) $ 23.63 03/01/2019   M     42,480 06/16/2015(1) 06/15/2024 Common Shares 42,480 $ 0 66,372 D  
Employee stock option (right to buy) $ 23.63 03/04/2019   M     66,372 06/16/2015(1) 06/16/2024 Common Shares 66,372 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DARROW KURT L
ONE LA-Z-BOY DRIVE
MONROE, MI 48162		   X     Chairman, President & CEO  

Signatures

 Katherine Eade, Attorney in fact   03/04/2019
**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) 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) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.405 to $34.56, inclusive. The reporting person undertakes to provide issuer, any security holder of issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes 2, 3 and 4 to this Form 4.
(3) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.21 to $34.85, inclusive.
(4) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.77 to $34.60, inclusive.
(5) The reporting person is the trustee of the trust and holds a remainder interest in the trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

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