Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Sessa Daniel M
 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 HR Officer
(Last)
(First)
(Middle)

2140 LAKE PARK BLVD.		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2013
(Street)


RICHARDSON, TX 75080		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock, Par Value $0.01 Per Share 12/31/2013   J4(1)(2) 18,937.5 D $ 0 29,254.5 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. 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 control number. SEC 2270 (9-02)

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 Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-qualified Stock Appreciation Right $ 46.78 12/31/2013   J4 (3)   2,042 12/09/2011 12/09/2017 Common Stock, Par Value $0.01 Per Share
2,042
$ 46.78 2,042
D
 
Non-qualified Stock Appreciation Right $ 34.06 12/31/2013   J4 (4)   5,306 12/08/2012 12/08/2018 Common Stock, Par Value $0.01 Per Share
5,306
$ 34.06 7,428
D
 
Non-qualified Stock Appreciation Right $ 51.11 12/31/2013   J4 (5)   4,200 12/06/2013 12/06/2019 Common Stock, Par Value $0.01 Per Share
4,200
$ 51.11 9,545
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sessa Daniel M
2140 LAKE PARK BLVD.
RICHARDSON, TX 75080		       EVP, Chief HR Officer  

Signatures

/s/ James K. Markey, attorney-in-fact for Daniel M. Sessa 02/06/2014
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On December 31, 2013, the reporting person transferred 15,280.50 shares of Lennox International Inc. common stock to his ex-wife pursuant to a domestic relations order. The reporting person no longer reports as beneficially owned any securities owned by his ex-wife.
(2) On December 31, 2013, the reporting person gave his ex-wife the right to receive the proceeds from 3,657 of his RSUs pursuant to a domestic relations order. The reporting person disclaims beneficial ownership of 3,657 Lennox International Inc. securities for that reason.
(3) On December 31, 2013, the reporting person gave his ex-wife the right to receive the proceeds from 2,042 of these SARs pursuant to a domestic relations order. The reporting person disclaims beneficial ownership of that portion of these SARs.
(4) On December 31, 2013, the reporting person gave his ex-wife the right to receive the proceeds from 5,306 of these SARs pursuant to a domestic relations order. The reporting person disclaims beneficial ownership of that portion of these SARs.
(5) On December 31, 2013, the reporting person gave his ex-wife the right to receive the proceeds from 4,200 of these SARs pursuant to a domestic relations order. The reporting person disclaims beneficial ownership of that portion of these SARs.
 
Remarks:
Attorney-in-fact pursuant to Power of Attorney dated December 7, 2012.

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