Bluedorn Todd M Form 4 LENNOX INTERNATIONAL / Todd M Bluedorn ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Bluedorn Todd M

(Last) (First) (Middle)

2140 LAKE PARK BLVD.

(Street)

RICHARDSON TX 75080

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LENNOX INTERNATIONAL INC [ LII ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/26/2020

4. If Amendment, Date of 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

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, Par Value $0.01 Per Share	10/26/2020		M		9,834	A	$285.14	95,066	D
Common Stock, Par Value $0.01 Per Share	10/26/2020		F		3,870	D	$285.14	91,196	D
Common Stock, Par Value $0.01 Per Share	10/27/2020		S(1)		500	D	$280.854(2)	90,696	D
Common Stock, Par Value $0.01 Per Share	10/27/2020		S(1)		400	D	$282.526(3)	90,296	D
Common Stock, Par Value $0.01 Per Share	10/27/2020		S(1)		1,364	D	$283.384(4)	88,932	D
Common Stock, Par Value $0.01 Per Share	10/27/2020		S(1)		1,000	D	$284.17(5)	87,932	D
Common Stock, Par Value $0.01 Per Share	10/27/2020		S(1)		800	D	$285.309(6)	87,132	D
Common Stock, Par Value $0.01 Per Share	10/27/2020		S(1)		900	D	$286.619(7)	86,232	D
Common Stock, Par Value $0.01 Per Share	10/27/2020		S(1)		900	D	$287.885(8)	85,332	D
Common Stock, Par Value $0.01 Per Share	10/27/2020		S(1)		100	D	$288.57	85,232	D

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 Securities Underlying Derivative Security (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: 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 Appreciation Right	$131.94	10/26/2020		M(1)			18,305	12/11/2016(9)	12/11/2022	Common Stock, Par Value $0.01 Per Share	18,305	$0	0	D

Explanation of Responses:

1. This was effected pursuant to a 10b5-1 trading plan (the "Plan") that directed (1) the exercise of stock appreciation rights on 10/26/2020 and (2) the sale of all shares received from such exercise, subject to certain conditions. The sale of such shares was executed in a series of transactions, as is customary by brokerage houses. Even though the series of transactions was pursuant to a single Plan direction, the SEC requires disclosure of each individual transaction, subject to certain conditions.

2. Reflects a weighted average sale price of $280.854 at prices ranging from $280.41 to $281.32 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

3. Reflects a weighted average sale price of $282.526 at prices ranging from $281.91 to $282.78 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

4. Reflects a weighted average sale price of $283.384 at prices ranging from $$282.92 to $283.81 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

5. Reflects a weighted average sale price of $284.17 at prices ranging from $283.94 to $284.46 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

6. Reflects a weighted average sale price of $285.309 at prices ranging from $285 to $285.66 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

7. Reflects a weighted average sale price of $286.619 at prices ranging from $286.11 to $287.08 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

8. Reflects a weighted average sale price of $287.885 at pricing ranging from $287.37 to $288.29 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

9. One third of the Stock Appreciation Rights became exercisable on 12/11/2016 and each year thereafter. The entire grant became fully exercisable on 12/11/2018.

Remarks:

Attorney-in-fact pursuant to power of attorney dated December 6, 2017.

	/S/ Sarah Braley, attorney-in-fact for Todd M. Bluedorn	10/28/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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