Sec Form 4 Filing - Bachmann Mark R @ Zep Inc. - 2013-02-13

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 Bachmann Mark R 2. Issuer Name and Ticker or Trading Symbol Zep Inc. [ ZEP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP & Chief Financial Officer (Last) (First) (Middle) 1310 SEABOARD INDUSTRIAL BLVD. NW 3. Date of Earliest Transaction (MM/DD/YY) 02/13/2013 (Street) ATLANTA, GA30318 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 02/13/2013 M 3,500 A $ 7.93 83,092 D Common Stock 02/13/2013 S 3,500 D $ 14.35 79,592 ( 1 ) 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 Employee Stock Option (right to buy) ( 2 ) 02/13/2013 M 3,500 ( 2 ) 12/17/2013 Common Stock 3,500 $ 0 26,473 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bachmann Mark R 1310 SEABOARD INDUSTRIAL BLVD. NW ATLANTA, GA30318 EVP & Chief Financial Officer Signatures Mark R. Bachmann 02/14/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The total direct shares shown includes 15,447 time-vesting restricted and/or performance shares. ( 2 )This stock option previously represented the right to purchase 15,948 shares of Acuity Brands, Inc. (AYI) common stock at an exercise price of $23.69. The stock option was converted to the right to purchase 47,644 shares of Zep Inc. (Zep) common stock at an exercise price of $7.93 effective with the spin-off of Zep from AYI. The original option agreement provided for a four year ratable vesting schedule beginning one year after the grant date, December 18, 2003 and was fully vested on December 18, 2007.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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