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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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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) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Rosenfeld Edward R. C/O STEVEN MADDEN, LTD. 52-16 BARNETT AVENUE LONG ISLAND CITY, NY 11104 |
X | CEO and Chairman of the Board |
/s/ Edward R. Rosenfeld | 01/03/2019 | |
**Signature of Reporting Person | Date |
* | 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) | Represents shares withheld to satisfy the reporting person's tax obligations in connection with the vesting of 22,500 shares of restricted common stock of Steven Madden, Ltd. (the "Company"). |
(2) | The Form 4 filed by the reporting person on December 6, 2018, which reported a transaction that occurred after the stock split referenced in footnote 3 of this Form 4, understated by 239,503 the number of shares owned by the reporting person following the reported transaction as a result of the omission of the 239,503 shares received by the reporting person in the stock split. As a consequence, 467,032, rather than 706,535 (reflecting the correct number of shares beneficially owned), were reported as owned by the reporting person in the Form 4 filed on December 6, 2018. |
(3) | On October 11, 2018, the Company effected a three-for-two stock split (effected as a stock dividend), which resulted in the reporting person receiving 239,503 additional shares of Common Stock of the Company. |
(4) | Reflects a restricted stock grant made by the Company to the reporting person on December 31, 2018 under the Steven Madden, Ltd. 2006 Stock Incentive Plan (the "Plan"), which stock will vest and cease to be restricted stock in five equal annual installments of 17,500 commencing on December 1, 2019, and until fully vested will be subject to forfeiture pursuant to the terms of the Plan and the award agreement. |