H&R BLOCK INC — Director's Dealing 2013

Jan 4, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: H&R BLOCK INC (HRB)
CIK: 0000012659
Period of Report: 2013-01-03

Reporting Person: COBB WILLIAM C (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-03	Common Stock	A	112475.0000	—	Acquired	338679.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-03	Call Option to Purchase	$16.0400	D	694445.0000	Disposed	2021-06-30	Common Stock (694445.0000)	Direct
2013-01-03	Stock Option (Right to Buy)	$19.1400	A	581970.0000	Acquired	2021-06-30	Common Stock (581970.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	15000.0000	Indirect

Footnotes

F1: Restricted share units (the "RSUs") granted under an agreement (the "Agreement") entered into on January 3, 2013 among the Issuer, its subsidiary H&R Block Management, LLC, and the reporting person, as more fully described below. The Agreement was entered into with respect to a stock option award to purchase 694,445 shares of common stock at an exercise price of $16.04 per share that was intended to be granted to the reporting person on June 30, 2011 ("Original Stock Option") under the 2003 Long-Term Executive Compensation Plan (the "2003 Plan"). The purpose of the Agreement was to implement the corrective action described below to address an inadvertent error that occurred when the Issuer included a number of shares in the Original Stock Option that exceeded the annual individual award limit as set forth in Section 6 of the 2003 Plan.

F2: Under the Agreement described above, the parties agreed that the Original Stock Option has no force or effect after the date of the Agreement and is deemed ineffective under the terms of the 2003 Plan. In addition, in lieu of the Original Stock Option, the Issuer agreed to grant to the reporting person the RSUs and a stock option to purchase 581,970 shares of common stock at an exercise price of $19.14 per share ("New Stock Option") under the Issuer's 2013 Long Term Incentive Plan.

F3: The Original Stock Option provided for vesting in three equal installments on June 30, 2012, June 30, 2013 and June 30, 2014, and an expiration date of June 30, 2021. The RSUs and the New Stock Option vest in three equal installments with the first installment vesting on January 3, 2013 and the second and third installments vesting on June 30, 2013 and June 30, 2014, respectively. The New Stock Option has the same expiration date as the Original Stock Option. The RSUs, to the extent then vested, will not be settled until the earlier of (i) the reporting person's separation from service (or the first day of the seventh month following his separation from service if the reporting person is a "specified employee" under Section 409A of the Internal Revenue Code at that time) and (ii) June 30, 2021.