SEC Filing | Conn's, Inc.

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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^*

Daly Brian

(Last)

(First)

(Middle)

4055 TECHNOLOGY FOREST BLVD

(Street)

THE WOODLANDS

77381

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CONNS INC [ CONN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Human Resources Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2016

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	11/17/2016		F		339⁽¹⁾	D	$10.6⁽²⁾	5,859	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)

Explanation of Responses:

1. Represents shares withheld to pay withholding taxes due upon vesting of Restricted Stock Units awarded on November 16, 2015.

2. Price based on closing price of Conn's, Inc. Common Stock on date of vesting.

Remarks:

	/s/ Mark Prior, attorney-in-fact	11/17/2016
	** 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.

LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS

Know all by these presents, that the undersigned hereby makes, constitutes and
appoints
each of Mark Prior, Michael J. Poppe and Lee Wright, each acting individually,
as the
undersigned's true and lawful attorney-in-fact, with full power and authority as
hereinafter
described on behalf of and in the name, place and stead of the undersigned to:

(I) prepare, execute in the undersigned's name and on the undersigned's behalf,
and
submit to the United States Securities and Exchange Commission (the "SEC") a
Form ID,
including any amendments thereto, and any other documents necessary or
appropriate to obtain
codes and passwords enabling the undersigned to make electronic filings with the
SEC;

(2) prepare, acknowledge, deliver and file Forms 3, 4, and 5 (including any
amendments thereto) with respect to the securities of Conn's, Inc., a Delaware
corporation (the
"Company"), with the SEC, any national securities exchanges and the Company, as
considered
necessary or advisable under Section l 6(a) of the Securities Exchange Act of
1934 and the rules
and regulations promulgated thereunder, as amended from time to time (the
"Exchange Act");

(2) seek or obtain, as the undersigned's representative and on the undersigned's
behalf, information on transactions in the Company's securities from any third
party, including
brokers, employee benefit plan administrators and trustees, and the undersigned
hereby
authorizes any such person to release any such information to each of the
undersigned's
attorneys-in-fact appointed by this Power of Attorney and approves and ratifies
any such release
of information; and

(3) perform any and all other acts which in the discretion of such
attorney-in-fact are
necessary or desirable for and on behalf of the undersigned in connection with
the foregoing.
The undersigned acknowledges that:

(I) this Power of Attorney authorizes, but does not require, each such
attorney-in-fact
to act in their discretion on information provided to such attorney-in-fact
without independent
verification of such information;

(2) any documents prepared and/or executed by either such attorney-in-fact on
behalf
of the undersigned pursuant to this Power of Attorney will be in such form and
will contain such
information and disclosure as such attorney-in-fact, in his or her discretion,
deems necessary or
desirable;

(3) neither the Company nor either of such attorneys-in-fact assumes (i) any
liability
for the undersigned's responsibility to comply with the requirement of the
Exchange Act, (ii) any
liability of the undersigned for any failure to comply with such requirements,
or (iii) any
obligation or liability of the undersigned for profit disgorgement under Section
l6(b) of the
Exchange Act; and

(4) this Power of Attorney does not relieve the undersigned from responsibility
for
compliance with the undersigned's obligations under the Exchange Act, including
without
limitation the reporting requirements under Section 16 of the Exchange Act.
The undersigned hereby gives and grants each of the foregoing attorneys-in-fact
full
power and authority to do and perform all and every act and thing whatsoever
requisite,
necessary or appropriate to be done in and about the foregoing matters as fully
to all intents and
purposes as the undersigned might or could do if present, hereby ratifying all
that each such
attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or
cause to be done by
virtue of this Limited Power of Attorney.

This Power of Attorney shall remain in full force and effect until revoked by
the
undersigned in a signed writing delivered to each such attorney-in-fact.

IN WITNESS WHEREOF, the undersigned ha scaused this Power of Attorney to be
executed as of this 11th
day of November, 2016.



Brian Daly				/s/ Brian Daly
------------				------------------
Printed Name				Signature