SEC FORM 4

SEC Form 4

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^*

BEDAPUDI PRAKASH

(Last)

(First)

(Middle)

2140 LAKE PARK BLVD

(Street)

RICHARDSON

75080

(City)

(State)

(Zip)

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 Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/26/2012

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, Par Value $0.01 Per Share	11/26/2012		S		12,598	D	$52.323⁽¹⁾	14,015	D
Common Stock, Par Value $0.01 Per Share	11/26/2012		M		1,949	A	$52.38	15,964	D
Common Stock, Par Value $0.01 Per Share	11/26/2012		M		8,497	A	$52.37	24,461	D
Common Stock, Par Value $0.01 Per Share	11/26/2012		M		1,876	A	$52.37	26,337	D
Common Stock, Par Value $0.01 Per Share	11/26/2012		M		276	A	$52.35	26,613	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)
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)
Non-qualified Stock Appreciation Right	$29.245	11/26/2012		M			6,000	07/07/2009⁽²⁾	07/07/2015	Common Stock, Par Value $0.01 Per Share	6,000	$0	0	D
Non-qualified Stock Appreciation Right	$28.24	11/26/2012		M			25,994	12/11/2009⁽²⁾	12/11/2015	Common Stock, Par Value $0.01 Per Share	25,994	$0	0	D
Non-qualified Stock Appreciation Right	$36.935	11/26/2012		M			10,018	12/10/2010⁽²⁾	12/10/2016	Common Stock, Par Value $0.01 Per Share	10,018	$0	5,009	D
Non-qualified Stock Appreciation Right	$46.78	11/26/2012		M			4,084	12/09/2011⁽²⁾	12/09/2017	Common Stock, Par Value $0.01 Per Share	4,084	$0	8,168	D

Explanation of Responses:

1. Reflects a weighted average sale price of $52.323 at prices ranging from $52.30 to $52.38 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 Rights became exercisable on each of the three anniversary dates following the date of grant, and the entire grant became fully exercisable at that time.

Remarks:

Attorney-in-fact pursuant to Power of Attorney dated May 12, 2010.

	/s/ John D. Torres, attorney-in-fact for Prakash Bedapudi	11/27/2012
	** 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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