SEC Info - Breeden Capital Management LLC - ‘4’ for 2/14/13 re: Zale Corp.

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^*

Breeden Capital Management LLC

(Last)

(First)

(Middle)

100 NORTHFIELD STREET

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
2/14/13

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	2/14/13		J		4,817,466	D	⁽¹⁾	122,084	I	See footnote ⁽²⁾ ⁽³⁾ ⁽⁵⁾ ⁽⁴⁾ ⁽⁶⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

(1) On February 14, 2013, Breeden Partners (California) L.P. (the "California Fund") distributed 4,882,668 shares of common stock of the Issuer (the "Common Stock") to its investors for no consideration, including 65,202 shares to Breeden Capital Partners LLC.

(2) The shares of Common Stock beneficially owned by the Reporting Owners directly following the distribution by the California Fund of 4,882,668 shares of Common Stock are as follows: 33,686 shares by Breeden Partners L.P., 0 shares by the California Fund, and 88,398 shares by Breeden Capital Partners LLC (collectively with the California Fund and Breeden Partners L.P., the "Funds").

(3) The shares of Common Stock beneficially owned by the Reporting Owners indirectly following the distribution by the California Fund of all of its 4,882,668 shares are as follows: 122,084 shares of Common Stock by Breeden Capital Partners LLC and 21,884 shares of Common Stock by Breeden Capital Management LLC; however, each such Reporting Owner disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.

(4) Richard C. Breeden is the managing member of Breeden Capital Partners LLC and managing member and chairman and chief executive officer of Breeden Capital Management LLC, and, as such, may be deemed to be the indirect beneficial owner of the shares of Common Stock owned by Breeden Partners L.P. and the California Fund; however, he disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

(5) 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. and, among other things, exercises all voting and other powers and privileges attributable to any securities held for the account of such funds and, as such, may be deemed to be the indirect beneficial owner of the shares of Common Stock owned by such funds; however, it disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.

(6) Breeden Capital Partners LLC is the general partner of Breeden Partners L.P. and the California Fund, and, as such, may be deemed to beneficially own the shares of Common Stock owned by such funds; however, it disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.

Remarks:

See signatures included in Exhibit 99.1

	/s/ Richard C. Breeden	2/15/13
	** 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).
** 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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____________ Transaction Code:
J	Other acquisition or disposition.

Breeden Capital Management LLC – ‘4’ for 2/14/13 re: Zale Corp.

On: Friday, 2/15/13, at 5:19pm ET · For: 2/14/13 · As: 10% Owner · Accession #: 1140361-13-7846 · File #: 1-04129

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