Statement of Changes in Beneficial Ownership (4)

FORM 4 [ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * MORGAN JOHN K	2. Issuer Name and Ticker or Trading Symbol Zep Inc. [ ZEP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director                      _____ 10% Owner __ X __ Officer (give title below)      _____ Other (specify below) Former President & CEO
(Last)          (First)          (Middle) 1310 SEABOARD INDUSTRIAL BLVD. NW	3. Date of Earliest Transaction (MM/DD/YYYY) 6/26/2015
(Street) ATLANTA, GA 30318 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	6/26/2015		D		264530	D	(1)	0	D
Performance Shares	6/26/2015		D		46881	D	(2)	0	D

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: 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)	$9.77	6/26/2015		D			38523	(3)	7/28/2015	Common Stock	38523	(3)	0	D
Employee Stock Option (right to buy)	$10.71	6/26/2015		D			15932	(4)	11/30/2015	Common Stock	15932	(4)	0	D
Employee Stock Option (right to buy)	$12.52	6/26/2015		D			331730	(5)	11/13/2017	Common Stock	331730	(5)	0	D
Employee Stock Option (right to buy)	$13.67	6/26/2015		D			44774	(6)	9/30/2024	Common Stock	44774	(6)	0	D
Employee Stock Option (right to buy)	$15.02	6/26/2015		D			120608	(7)	8/31/2019	Common Stock	120608	(7)	0	D
Employee Stock Option (right to buy)	$15.18	6/26/2015		D			37887	(8)	10/1/2022	Common Stock	37887	(8)	0	D
Employee Stock Option (right to buy)	$17.47	6/26/2015		D			194030	(9)	9/28/2018	Common Stock	194030	(9)	0	D
Employee Stock Option (right to buy)	$17.65	6/26/2015		D			39829	(10)	10/4/2020	Common Stock	39829	(10)	0	D
Employee Stock Option (right to buy)	$18.09	6/26/2015		D			39853	(11)	10/9/2021	Common Stock	39853	(11)	0	D
Performance Share Units	(12)	6/26/2015		D			36495	(12)	(12)	Common Stock	36495	(12)	0	D
Performance Share Units	(13)	6/26/2015		D			43343	(13)	(13)	Common Stock	43343	(13)	0	D
Share Units	(14)	6/26/2015		D			36052	(14)	(14)	Common Stock	36052	(14)	0	D

Explanation of Responses:
( 1)	Disposed of pursuant to an agreement and plan of merger dated April 7, 2015 by and among issuer, NM Z Parent, Inc. and NM Z Merger Sub Inc. (the "Merger") in which the issuer's common stock holders, as of the effective time of the Merger, June 26, 2015, were entitled to receive the merger consideration of $20.05 per common share.
( 2)	This performance-based award originally provided for vesting based upon issuer's achievement of targeted financial performance in 2013, 2014 and 2015, subject to payout at the target level (46,881 shares) upon a change in control. Pursuant to the Merger, the award was cancelled in exchange for a cash payment equal to the merger consideration of $20.05 per share multiplied by the number of shares underlying the award at target level, or $939,964.05.
( 3)	This option, which provided for vesting in four equal annual installments on July 29 in each of 2006, 2007, 2008 and 2009, was cancelled in the Merger in exchange for a cash payment of $396,016.44, representing the difference between the exercise price of the option and the merger consideration of $20.05 per share.
( 4)	This option, which provided for vesting in three equal annual installments on December 1 in each of 2006, 2007, and 2008, was cancelled in the Merger in exchange for a cash payment of $148,804.88, representing the difference between the exercise price of the option and the merger consideration of $20.05 per share.
( 5)	This option, which provided for vesting in four equal annual installments on November 14 in each of 2008, 2009, 2010 and 2011, was cancelled in the Merger in exchange for a cash payment of $2,497,926.90, representing the difference between the exercise price of the option and the merger consideration of $20.05 per share.
( 6)	This option, which provided for vesting in four equal annual installments on October 1 in each of 2015, 2016, 2017 and 2018, was cancelled in the Merger in exchange for a cash payment of $285,658.12, representing the difference between the exercise price of the option and the merger consideration of $20.05 per share.
( 7)	This option, which provided for vesting in three equal annual installments on September 1 in each of 2010, 2011 and 2012, was cancelled in the Merger in exchange for a cash payment of $606,658.24, representing the difference between the exercise price of the option and the merger consideration of $20.05 per share.
( 8)	This option, which provided for vesting in four equal annual installments on October 2 in each of 2013, 2014, 2015 and 2016, was cancelled in the Merger in exchange for a cash payment of $184,509.69, representing the difference between the exercise price of the option and the merger consideration of $20.05 per share.
( 9)	This option, which provided for vesting in four equal annual installments on September 29 in each of 2009, 2010, 2011 and 2012, was cancelled in the Merger in exchange for a cash payment of $500,597.40, representing the difference between the exercise price of the option and the merger consideration of $20.05 per share.
( 10)	This option, which provided for vesting in four equal annual installments on October 5 in each of 2011, 2012, 2013 and 2014, was cancelled in the Merger in exchange for a cash payment of $95,589.60, representing the difference between the exercise price of the option and the merger consideration of $20.05 per share.
( 11)	This option, which provided for vesting in four equal annual installments on October 10 in each of 2012, 2013, 2014 and 2015, was cancelled in the Merger in exchange for a cash payment of $78,111.80, representing the difference between the exercise price of the option and the merger consideration of $20.05 per share.
( 12)	This performance-based award originally provided for vesting based upon issuer's achievement of targeted financial performance in 2014, 2015 and 2016, subject to payout at the target level (36,495 shares) upon a change in control. Pursuant to the Merger, the award was cancelled in exchange for a cash payment equal to the merger consideration of $20.05 per share multiplied by the number of shares underlying the award at target level, or $731,724.75.
( 13)	This performance-based award originally provided for vesting based upon issuer's achievement of targeted financial performance in 2015, 2016 and 2017, subject to payout at the target level (46,343 shares) upon a change in control. Pursuant to the Merger, the award was cancelled in exchange for a cash payment equal to the merger consideration of $20.05 per share multiplied by the number of shares underlying the award at target level, or $869,027.15.
( 14)	Share units outstanding under the Zep Inc. Supplemental Deferred Savings Plan ("SDSP") were cancelled pursuant to the Merger in exchange for a cash payment equal to the number of units multiplied by the merger consideration of $20.05. Distributions in the SDSP will occur at such time as a participant terminates employment from Zep Inc. (the surviving entity in the Merger).

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MORGAN JOHN K 1310 SEABOARD INDUSTRIAL BLVD. NW ATLANTA, GA 30318	X		Former President & CEO

Signatures
/s/ John K. Morgan		6/30/2015
** Signature of Reporting Person		Date

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**	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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