Margaret L Mueller Form 4 LA-Z-BOY / Margaret L Mueller 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^*

Mueller Margaret L

(Last) (First) (Middle)

ONE LA-Z-BOY DRIVE

(Street)

MONROE MI 48162

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LA-Z-BOY INC [ LZB ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2016

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 Shares	12/12/2016		M		2,196	A	$9.35	18,356	D
Common Shares	12/12/2016		M		3,372	A	$23.63	21,728	D
Common Shares	12/12/2016		M		2,786	A	$26.69	24,514	D
Common Shares	12/12/2016		S		8,354	D	$32.4221(1)	16,160	D
Common Shares	12/12/2016		M		3,575	A	$11.97	19,735	D
Common Shares	12/12/2016		D		3,575	D	$32.35	16,160	D
Common Shares	12/12/2016		M		2,772	A	$19.06	18,932	D
Common Shares	12/12/2016		D		2,772	D	$32.35	16,160	D
Common Shares								292	I	by 401(k)

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
Stock Option (right to buy)	$9.35	12/12/2016		M			2,196	07/13/2012(2)	07/13/2021	Common Shares	2,196	$0	0	D
Stock Option (right to buy)	$23.63	12/12/2016		M			3,372	06/16/2015(2)	06/16/2024	Common Shares	3,372	$0	3,374	D
Stock Option (right to buy)	$26.69	12/12/2016		M			2,786	06/15/2016(2)	06/15/2025	Common Shares	2,786	$0	8,360	D
Stock Appreciation Right	$11.97	12/12/2016		M			3,575	07/11/2013(3)	07/11/2022	Common Shares	3,575	$0	0	D
Stock Appreciation Right	$19.06	12/12/2016		M			2,772	06/17/2014(3)	06/17/2023	Common Shares	2,772	$0	1,388	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.35 to $32.55, inclusive. The reporting person undertakes to provide to 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 this footnote.

2. 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.

3. These stock appreciation rights 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.

Remarks:

	James P. Klarr, Attorney in fact	12/14/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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