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^*

SORENSEN JEFFREY J.

(Last)

(First)

(Middle)

1310 SEABOARD INDUSTRIAL BLVD. NW

(Street)

ATLANTA

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)
	VP, Chief Marketing Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2010

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⁽¹⁾	01/19/2010		M		1,045⁽²⁾	A	$0	5,634⁽³⁾	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)
Performance Shares⁽¹⁾	$0⁽¹⁾	01/19/2010		M			1,045⁽²⁾	⁽¹⁾	⁽¹⁾	Common Stock	1,045⁽²⁾	$0	0	D
Share Units⁽⁴⁾	⁽⁵⁾	01/15/2010		A		17		⁽⁶⁾	⁽⁶⁾	Common Stock	17	$22.96	133	D

Explanation of Responses:

1. Represents the right to receive shares of Zep common stock upon the achievement of specified Stock Appreciation Targets ("SATs") and Target Dates. The SATs are $17.21, $18.03, $18.85 and $19.67, and the related Target Dates are September 1, 2010, September 1, 2011, September 1, 2012 and September 1, 2013, respectively. If any or all of the SATs have not been achieved by the last Target Date, the shares may nevertheless become vested if the price of the Company's common stock met or exceeded the return of the Russell 2000 Index for the four-year period beginning on the grant date and ending on the last Target Date.

2. The Performance Stock Award granted on September 1, 2009 achieved the fourth SAT on January 19, 2010. The shares will become fully vested on September 1, 2013.

3. The total direct shares shown includes 5,367 time-vesting restricted and/or performance shares.

4. Stock Units are accrued under the Issuer's Supplemental Deferred Savings Plan (SDSP) and are payable in common stock upon retirement in either a lump sum or up to 10 annual installments. During the Reporting Period and in accordance with the provisions of the SDSP, certain of the Reporting Person's salary and/or bonus deferrals were invested into the Share Unit Fund in accordance with his election resulting in an increase in the number of share units held by the Reporting Person.

5. 1-for-1

6. Stock Units issued pursuant to the SDSP are payable in Zep common shares upon retirement in either a lump sum or up to 10 annual installments.

	Jeffrey J. Sorensen	01/20/2010
	** 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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