Sec Form 4 Filing - Torres John D @ LENNOX INTERNATIONAL INC - 2018-02-09

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
Torres John D
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
X __ Officer (give title below) _____ Other (specify below)
EVP, Chief Legal Officer
(Last) (First) (Middle)
2140 LAKE PARK BLVD
3. Date of Earliest Transaction (MM/DD/YY)
02/09/2018
(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 02/09/2018 S 4,406 D $ 196.013 ( 1 ) 6,254 D
Common Stock, Par Value $0.01 Per Share 02/09/2018 M 3,262 A $ 92.64 9,516 D
Common Stock, Par Value $0.01 Per Share 02/09/2018 M 2,653 A $ 131.94 12,169 D
Common Stock, Par Value $0.01 Per Share 02/09/2018 M 2,892 A $ 156.94 15,061 D
Common Stock, Par Value $0.01 Per Share 02/09/2018 F 1,964 D $ 197.66 13,097 D
Common Stock, Par Value $0.01 Per Share 02/09/2018 F 1,988 D $ 197.405 11,109 D
Common Stock, Par Value $0.01 Per Share 02/09/2018 F 2,444 D $ 197.405 8,665 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 $ 92.64 02/09/2018 M 3,262 12/12/2015( 2 ) 12/12/2021 Common Stock, Par Value $0.01 Per Share 3,262 $ 0 0 D
Non-qualified Stock Appreciation Right $ 131.94 02/09/2018 M 2,653 12/11/2016( 3 ) 12/11/2022 Common Stock, Par Value $0.01 Per Share 2,653 $ 0 2,653 D
Non-qualified Stock Appreciation Right $ 156.94 02/09/2018 M 2,892 12/09/2017( 4 ) 12/09/2023 Common Stock, Par Value $0.01 Per Share 2,892 $ 0 5,785 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Torres John D
2140 LAKE PARK BLVD
RICHARDSON, TX75080
EVP, Chief Legal Officer
Signatures
/s/ Sarah Braley, attorney-in-fact for John D. Torres 02/13/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects a weighted average sale price of $196.013 at prices ranging from $195.52 to $196.35 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 Right became exercisable on 12/12/2015 and each year thereafter. The entire grant became fully exercisable on 12/12/2017.
( 3 )One third of the Stock Appreciation Rights became exercisable on 12/11/2016 and each year thereafter. The entire grant will become fully exercisable on 12/8/2018.
( 4 )One third of the Stock Appreciation Rights became exercisable on 12/09/2017 and each year thereafter. The entire grant will become fully exercisable on 12/09/2019.

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

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