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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1. Name and Address of Reporting Person * EMERSON ARTHUR R   2. Issuer Name and Ticker or Trading Symbol LUBYS INC [LUB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 13111 NORTHWEST FREEWAY, SUITE 600 3. Date of Earliest Transaction (Month/Day/Year) 11/05/2012 (Street) HOUSTON, TX 77040 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 Restricted Stock 11/05/2012   J   1,212 (1) D $ 0 22,500 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

Non Qualified Stock Option (Right to Buy)

$ 1.98

01/31/2004(2)

01/31/2013

Common Stock

2,000 (3)

2,000

D

Non Qualified Stock Option (Right to Buy)

$ 4.47

02/26/2005(4)

02/26/2014

Common Stock

2,000 (3)

2,000

D

Phantom Shares

(5)

(6)

(6)

Common Stock

11,825 (3)

11,825

D

Restricted Stock Unit

(7)

(8)

(8)

Common Stock

3,500 (3)

3,500

D

Restricted Stock Unit

(7)

(9)

(9)

Common Stock

5,000 (3)

5,000

D

Restricted Stock Unit

(7)

(10)

(10)

Common Stock

2,000 (3)

2,000

D

Non Qualified Stock Option (Right to Buy)

$ 6.45

01/20/2006(11)

01/20/2015

Common Stock

2,000 (3)

2,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
EMERSON ARTHUR R 13111 NORTHWEST FREEWAY SUITE 600 HOUSTON, TX 77040	X

Signatures

/s/ Arthur R. Emerson		11/07/2012
**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)	The grants made on April 1, 2012 and July 1, 2012 have been rescinded and the full amount of non-employee director quarterly retainer was paid in cash.
(2)	These stock options vest ratably over four years and become fully exercisable on January 31, 2007.
(3)	These shares previously reported in Table 1.
(4)	These stock options vest ratably over four years and become fully exercisable on February 26, 2008.
(5)	The Phantom Stock shares have previously been reported under prior Form 4 filings and were acquired on the reported dates based upon the market value of the Company's Common Stock on those dates.
(6)	Phantom Shares are to be converted into equivalent number of shares when the reporting person ceases to be a Director of the Company.
(7)	Each restricted stock unit represents a conditional right to receive one share of the Company's Common Stock.
(8)	The restricted stock units vest on November 18, 2013 or as subject to the terms of the Award Agreement.
(9)	The restricted stock units vest on November 17, 2014 or as subject to the terms of the Award Agreement.
(10)	The restricted stock units vest on November 19, 2012 or as subject to the terms of the Award Agreement.
(11)	These stock options vest ratably over four years and become fully exercisable on January 20, 2009.

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