Sec Form 4 Filing - Breeden Capital Management LLC @ ZALE CORP - 2012-05-15

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Breeden Capital Management LLC
2. Issuer Name and Ticker or Trading Symbol
ZALE CORP [ ZLC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
100 NORTHFIELD STREET,
3. Date of Earliest Transaction (MM/DD/YY)
05/15/2012
(Street)
GREENWICH, CT06830
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 05/15/2012 S( 1 ) 256,343 D $ 2.27 5,679,071 I See footnote ( 1 ) ( 2 ) ( 3 ) ( 5 ) ( 4 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Breeden Capital Management LLC
100 NORTHFIELD STREET
GREENWICH, CT06830
X
Breeden Partners L.P.
100 NORTHFIELD STREET
GREENWICH, CT06830
X
BREEDEN PARTNERS (CALIFORNIA) L.P.
100 NORTHFIELD STREET
GREENWICH, CT06830
X
BREEDEN PARTNERS (CALIFORNIA) II LP
100 NORTHFIELD STREET
GREENWICH, CT06830
X
BREEDEN PARTNERS (NEW YORK) I L.P.
100 NORTHFIELD STREET
GREENWICH, CT06830
X
Breeden Capital Partners LLC
100 NORTHFIELD STREET
GREENWICH, CT06830
X
Breeden Richard C
C/O BREEDEN CAPITAL MANAGEMENT LLC
100 NORTHFIELD STREET
GREENWICH, CT06830
X
Signatures
/s/ Richard C. Breeden - See signatures included in Exhibit 99.1 05/17/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares of Common Stock beneficially owned by the Reporting Owners directly following the sale by Breeden Partners (New York) I L.P. of all of its 256,343 shares are as follows: 33,686 shares by Breeden Partners L.P., 4,882,668 shares by Breeden Partners (California) L.P., 743,657 shares by Breeden Partners (California) II L.P, 10,942 shares by Richard C. Breeden and 19,060 shares by Breeden Capital Partners LLC (reflecting a distribution of 19,060 shares from Breeden Partners Holdco Ltd.).
( 2 )The shares of Common Stock beneficially owned by the Reporting Owners indirectly following sale by Breeden Partners (New York) I L.P. of all of its 256,343 shares are as follows: 5,660,011 shares by Breeden Capital Partners LLC, 5,679,071 shares by Richard C. Breeden (after indirectly selling 256,343 shares in the reported transactions) and 5,679,071 shares by Breeden Capital Management LLC (after indirectly selling 256,343 shares in the reported transaction); however, each such Reporting Owner disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.
( 3 )Richard C. Breeden is the managing member of Breeden Capital Partners, LLC, managing member and Chairman and Chief Executive of Breeden Capital Management LLC and the Key Principal of Breeden Partners (Cayman) Ltd., and, as such, may be deemed to be the indirect beneficial owner of the shares of Common Stock owned by Breeden Partners L.P., Breeden Partners (California) L.P., Breeden Partners (California) II L.P., and Breeden Partners (New York) I L.P., however, he disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
( 4 )Breeden Capital Management LLC is principally involved in the business of providing investment advisory and investment management services to Breeden Partners L.P., Breeden Partners (California) L.P., Breeden Partners(California) II L.P., and Breeden Partners (New York) I L.P., (together, the "Fund") and, among other things, exercises all voting and other powers and privileges attributable to any securities held for the account of the Fund and, as such, may be deemed to be the indirect beneficial owner of the shares of Common Stock owned by the Fund; however, it disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.
( 5 )Breeden Capital Partners LLC is the general partner of Breeden Partners L.P., Breeden Partners (California) L.P., Breeden Partners (California) II L.P. and Breeden Partners (New York) I L.P., and, as such, may be deemed to beneficially own the shares of common stock owned by Breeden Partners L.P., Breeden Partners (California) L.P., Breeden Partners (California) II L.P. and Breeden Partners (New York) I L.P.; however it disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.