SEC Form 4

FORM 4

[ ] 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

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^*

Booth, Steven R.

(Last) (First) (Middle)

2140 Lake Park Blvd.

(Street)

Richardson, TX 75080

(City) (State) (Zip)

2. Issuer Name
and Ticker or Trading Symbol

Lennox International Inc.
LII

3. I.R.S. Identification
    Number of Reporting
    Person, if an entity
    (voluntary)

4. Statement for
(Month/Day/Year

04/11/2003

5. If Amendment,
Date of Original
(Month/Day/Year)

6. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

X Director 10% Owner

Officer (give title below) Other (specify below)

Description

7. 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. Owner-
    ship
    Form:
    Direct (D)
    or
    Indirect (I)

    (Instr. 4)

7. Nature of
     Indirect
     Beneficial
     Ownership

    (Instr. 4)

Code

Amount

A/D

Price

Common Stock, par value $0.01 per share

04/08/2003

170.00

$14.7050

10,686.00

D (1)

Common Stock, par value $0.01 per share

03/27/2003

1,000.00

$14.2700

140,932.00

I (2)

Booth Charitable Trust

Common Stock, par value $0.01 per share

52,116.00

Daughter Jessica Booth

Common Stock, par value $0.01 per share

31,330.00

Son Nicholas Booth

Common Stock, par value $0.01 per share

60,509.00

Spouse Beth Booth

Common Stock, par value $0.01 per share

642,741.00

Steven R. Booth Trust

Common Stock, par value $0.01 per share

2,007,956.00

I (3)

Trust FBO Richard Booth

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. Conver-
    sion or
    Exercise
    Price of
    Deri-
    vative
    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(DE) and
Expiration Date(ED)
(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
    Following
    Reported
    Transaction(s)
    (Instr.4)

10. Owner-
ship
Form of
Deriv-
ative
Securities:
Direct (D)
or
Indirect (I)

(Instr.4)

11. Nature of
      Indirect
      Beneficial
      Ownership
      (Instr.4)

Code

Title

Amount or Number of Shares

Explanation of Responses:

(1) Directors' Quarterly Stock Compensation

(2) The reporting person has only a remainder interest in the trust and disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

(3) The reporting person disclaims beneficial ownership of these securities and this report shall not be demmed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Attorney-in-fact pursuant to power of attorney dated 5/17/02

By:	Date:
/s/ Carl E. Edwards, Jr.	04/11/2003
Attorney-in-fact for Steven R. Booth
** Signature of Reporting Person	SEC 1474 (9-02)
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. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

BOOTH STEVEN R 4