Sec Form 4 Filing - RUMBOUGH ROY A @ LENNOX INTERNATIONAL INC - 2015-02-04

Insider filing report for Changes in Beneficial Ownership
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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
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
RUMBOUGH ROY A
2. Issuer Name and Ticker or Trading Symbol
LENNOX INTERNATIONAL INC [ LII]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
VP, CAO & Controller
(Last) (First) (Middle)
2140 LAKE PARK BLVD
3. Date of Earliest Transaction (MM/DD/YY)
02/04/2015
(Street)
RICHARDSON, TX75080
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/04/2015 S( 1 ) 4,312 D $ 100.602 4,050 D
Common Stock, Par Value $0.01 Per Share 02/04/2015 M 842 A $ 0 4,892 D
Common Stock, Par Value $0.01 Per Share 02/04/2015 M 446 A $ 0 5,338 D
Common Stock, Par Value $0.01 Per Share 02/04/2015 M 134 A $ 0 5,472 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 Appreciation Right $ 34.06 02/04/2015 M 1,850 12/08/2012( 2 ) 12/08/2018 Common Stock, Par Value $0.01 Per Share 1,850 $ 0 0 D
Non-qualified Stock Appreciation Right $ 51.11 02/04/2015 M 1,237 12/06/2013( 3 ) 12/06/2019 Common Stock, Par Value $0.01 Per Share 1,237 $ 0 1,237 D
Non-qualified Stock Appreciation Right $ 81.105 02/04/2015 M 955 12/12/2014( 4 ) 12/12/2020 Common Stock, Par Value $0.01 Per Share 955 $ 0 1,910 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RUMBOUGH ROY A
2140 LAKE PARK BLVD
RICHARDSON, TX75080
VP, CAO & Controller
Signatures
/s/ James K. Markey, attorney-in-fact for Roy Rumbough, Jr. 02/05/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects a weighted average sale price of $100.602 at prices ranging from $100.35 to $100.79 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.
( 2 )One third of the Stock Appreciation Rights became exercisable on 12/8/2012 and each year thereafter. The entire grant became fully exercisable on 12/8/2014.
( 3 )One third of the Stock Appreciation Rights became exercisable on 12/6/2013 and each year thereafter. The entire grant will become fully exercisable on 12/6/2015.
( 4 )One third of the Stock Appreciation Rights became exercisable on 12/12/14 and each year thereafter. The entire grant will become fully exercisable on 12/12/2016.

Remarks:
Attorney-in-fact pursuant to Power of Attorney dated December 7, 2012.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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