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

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</issuer>

<rptOwnerName> Breeden Capital Management LLC </rptOwnerName>

</reportingOwnerId>

<rptOwnerStreet1> 100 NORTHFIELD STREET </rptOwnerStreet1>

<rptOwnerCity> GREENWICH </rptOwnerCity>

</reportingOwnerAddress>

</reportingOwnerRelationship>

</reportingOwner>

<value> Common Stock </value>

</securityTitle>

</transactionDate>

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</transactionShares>

</transactionPricePerShare>

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</directOrIndirectOwnership>

<value> See footnote </value>

</natureOfOwnership>

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</nonDerivativeTransaction>

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<footnote id="F1"> 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. </footnote>

<footnote id="F2"> 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"). </footnote>

<footnote id="F3"> 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. </footnote>

<footnote id="F4"> 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. </footnote>

<footnote id="F5"> 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. </footnote>

<footnote id="F6"> 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. </footnote>

</footnotes>

<remarks> See signatures included in Exhibit 99.1 </remarks>

<signatureName> /s/ Richard C. Breeden </signatureName>

</ownerSignature>

</ownershipDocument>

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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