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 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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * POPPE MICHAEL J   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 Operating Officer (Last) (First) (Middle) 4055 TECHNOLOGY FOREST BLVD., SUITE 210 3. Date of Earliest Transaction (Month/Day/Year) 05/24/2014 (Street) THE WOODLANDS, TX 77381 4. If Amendment, Date 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 (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 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 05/24/2014   M(1)   8,750 A $ 0 38,758 D   Common Stock 05/24/2014   F   3,705 D $ 45.06 (3) 35,053 D   Common Stock 05/27/2014   A(4)   5,009 A $ 0 40,062 D   Common Stock 05/27/2014   A(5)   7,513 A $ 0 47,575 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 1474 (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 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

Restricted Stock Units

$ 0

05/24/2014

M

8,750

(2)

(6)

Common Stock

8,750

$ 0

8,750

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
POPPE MICHAEL J 4055 TECHNOLOGY FOREST BLVD., SUITE 210 THE WOODLANDS, TX 77381			Chief Operating Officer

Signatures

/s/ Michael J. Poppe		05/28/2014
**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 May 24, 2014, 8,750 of the reporting person's Restricted Stock Units vested.
(2)	Each RSU represents a contingent right to receive one share of common stock. The Restricted Stock Units vest in four equal annual installments beginning on May 24, 2012.
(3)	Price based on closing price of Conn's, Inc. Common Stock on date of vesting.
(4)	Restricted Stock Units awarded to reporting person under the 2011 Omnibus Incentive Plan. Each RSU represents a contingent right to receive one share of common stock. The RSUs vest in 4 equal annual installments commencing on May 27, 2015.
(5)	The Reporting Person was awarded performance-based RSUs determined based on attainment of established financial metrics for the two-year period ending January 31, 2016. The Maximum level performance-based RSU award is 7,513. Based on actual performance, the award can range between zero and 100% of the Maximum award. Each RSU represents a contingent right to receive one share of common stock. 50% of the RSUs vest on May 27, 2016, 25% of the RSUs vest on May 27, 2017 and 25% of the RSUs vest on May 27, 2018.
(6)	The Restricted Stock Units convert to shares of Common Stock which are deemed to be issued, if not issued, 30 days following the vesting of the restricted stock units. No expiration date.

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.