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Form 4 Zep Inc. For: Feb 03 Filed by: Fleck Jeffrey L

February 5, 2015 6:29 PM EST
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 *
Fleck Jeffrey L

(Last) (First) (Middle)
1310 SEABOARD INDUSTRIAL BLVD. NW

(Street)
ATLANTA GA 30318

(City) (State) (Zip)
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)
Vice President and Chief Suppl
3. Date of Earliest Transaction (Month/Day/Year)
02/03/2015
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)
Code V Amount (A) or (D) Price
Common Stock (1) 02/03/2015   A   14,917.00 A $ 0 45,353 (2) 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 (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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The shares being reported result from the award of restricted shares pursuant to the Issuer's Omnibus Incentive Plan.
2. The total direct shares shown includes 29,334 time-vesting restricted and/or performance shares.
By: Jill A. Gilmer, under Power of Attorney For: Jeffrey L. Fleck 02/05/2015
** 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).
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.
POWER OF ATTORNEY

     Know all by these presents, that the undersigned hereby constitutes
and appoints each of Valerie H. Barney, Vice President, Chief Legal 
Officer, and Jill A. Gilmer, Assistant Corporate Secretary,
signing singly, the undersigned's true and lawful attorney-in-fact to:

1.  execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of Zep Inc. (the "Company"), 
Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities 
Exchange Act of 1934 and the rules thereunder; 

2.  do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such 
Form 3, 4, or 5, complete and execute any amendment or amendments 
thereto, and timely file such form with the United States Securities 
and Exchange Commission and any stock exchange or similar authority; and 

3.  take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it 
being understood that the documents executed by such attorney-in-fact on 
behalf of the undersigned pursuant to this Power of Attorney shall be in 
such form and shall contain such terms and conditions as such 
attorney-in-fact may approve in such attorney-in-fact's discretion. 

     The undersigned hereby grants to each such attorney-in-fact full 
power and authority to do and perform any and every act and thing 
whatsoever requisite, necessary, or proper to be done in the exercise 
of any of the rights and powers herein granted, as fully to all intents 
and purposes as the undersigned might or could do if personally present, 
with full power of substitution or revocation, hereby ratifying and 
confirming all that such attorney-in-fact, or such attorney-in-fact's 
substitute or substitutes, shall lawfully do or cause to be done by 
virtue of this power of attorney and the rights and powers herein 
granted.  The undersigned acknowledges that the foregoing 
attorneys-in-fact, in serving in such capacity at the request of 
the undersigned, are not assuming, nor is the Company assuming, any 
of the undersigned's responsibilities to comply with Section 16 of 
the Securities Exchange Act of 1934.

     This Power of Attorney shall remain in full force and effect 
until the undersigned is no longer required to file Forms 3, 4, 
and 5 with respect to the undersigned's holdings of and transactions 
in securities issued by the Company, unless earlier revoked by the 
undersigned in a signed writing delivered to the foregoing 
attorneys-in-fact. 
       
     IN WITNESS WHEREOF, the undersigned has caused this Power 
of Attorney to be executed as of this 21st day of January, 2015. 


                                /s/ Jeffrey L. Fleck
                                ---------------------
                                Signature


                                Jeffrey L. Fleck
                                ---------------------
                                Print Name





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