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*
DARROW KURT L

(Last) (First) (Middle)
ONE LA-Z-BOY DRIVE

(Street)
MONROE MI 48162

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
LA-Z-BOY INC [ LZB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman, President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
02/28/2019
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 Shares 02/28/2019 M 37,060 A $19.06 540,642 D
Common Shares 02/28/2019 S 37,060 D $34.473(2) 503,582 D
Common Shares 03/01/2019 M 57,520 A $19.06 561,102 D
Common Shares 03/01/2019 M 42,480 A $23.63 603,582 D
Common Shares 03/01/2019 S 100,000 D $34.3868(3) 503,582 D
Common Shares 03/04/2019 M 66,372 A $23.63 569,954 D
Common Shares 03/04/2019 S 66,372 D $34.0334(4) 503,582 D
Common Shares 12/19/2018 G V 2,370 D $0 501,212 D
Common Shares 12/19/2018 G V 1,975 D $0 29,025 I By Charitable Lead Trust(5)
Common Shares 2,753 I By 401k
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
Employee stock option (right to buy) $19.06 02/28/2019 M 37,060 06/17/2014(1) 06/17/2023 Common Shares 37,060 $0 57,520 D
Employee stock option (right to buy) $19.06 03/01/2019 M 57,520 06/17/2014(1) 06/17/2023 Common Shares 57,520 $0 0 D
Employee stock option (right to buy) $23.63 03/01/2019 M 42,480 06/16/2015(1) 06/15/2024 Common Shares 42,480 $0 66,372 D
Employee stock option (right to buy) $23.63 03/04/2019 M 66,372 06/16/2015(1) 06/16/2024 Common Shares 66,372 $0 0 D
Explanation of Responses:
1. These options were granted under the La-Z-Boy Incorporated 2010 Omnibus Incentive Plan and become exercisable in four equal annual installments beginning on the date shown in the Date Exercisable column.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.405 to $34.56, inclusive. The reporting person undertakes to provide issuer, any security holder of issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes 2, 3 and 4 to this Form 4.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.21 to $34.85, inclusive.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.77 to $34.60, inclusive.
5. The reporting person is the trustee of the trust and holds a remainder interest in the trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
Remarks:
Katherine Eade, Attorney in fact 03/04/2019
** 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.
           Exhibit 24

                               POWER OF ATTORNEY

          Know all by these presents, that the undersigned hereby constitutes and

appoints each of R. Rand Tucker, Katherine A. Eade and Melinda D. Whittington, 

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 La-Z-Boy Incorporated (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 August 27, 2018. 



 

/s/ Kurt L. Darrow 

Print Name:  Kurt L. Darrow