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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

VARELA AMELIA
2. Issuer Name and Ticker or Trading Symbol

STEVEN MADDEN, LTD. [ SHOO ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President
(Last)          (First)          (Middle)

C/O STEVEN MADDEN, LTD., 52-16 BARNET AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

8/12/2016
(Street)

LONG ISLAND CITY, NY 11104
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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, par value $0.0001 per share   8/12/2016     J (1)    15329   D   (1) 78579   D    
Common Stock, par value $0.0001 per share   8/12/2016     J (2)    13782   D   (2) 64797   D    
Common Stock, par value $0.0001 per share   8/12/2016     A    15329   (3) A $0   80126   D    
Common Stock, par value $0.0001 per share   8/12/2016     A    13782   (4) A $0   93908   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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

Explanation of Responses:
( 1)  As previously reported, on March 11, 2015, the reporting person received from Steven Madden, Ltd. (the "Company") an award of 15,329 shares of restricted stock under the Steven Madden, Ltd. 2006 Stock Incentive Plan (the "Plan"). The March 11, 2015 restricted stock award was rescinded on August 12, 2016 pursuant to a Forfeiture and Rescission of Awards Agreement dated August 12, 2016 between the reporting person and the Company (the "Forfeiture and Rescission Agreement").
( 2)  As previously reported, on March 15, 2016, the reporting person received from the Company an award of 13,782 shares of restricted stock under the Plan. The March 15, 2016 restricted stock award was rescinded on August 12, 2016 pursuant to the Forfeiture and Rescission Agreement.
( 3)  Reflects a restricted stock grant made by the Company to the reporting person on August 12, 2016 under the Plan, which stock will vest and cease to be restricted stock in five substantially equal installments as follows: 3,065 shares on the grant date, August 12, 2016, and 3,066 shares on each of March 5, 2017, March 5, 2018, March 5, 2019 and March 5, 2020. Until fully vested, the stock will be subject to forfeiture pursuant to the terms of the Plan.
( 4)  Reflects a restricted stock grant made by the Company to the reporting person on August 12, 2016 under the Plan, which stock will vest and cease to be restricted stock in five substantially equal annual installments as follows: 2,756 shares on each of March 5, 2017, March 5, 2018 and March 5, 2019 and 2,757 shares on each of March 5, 2020 and March 5, 2021. Until fully vested, the stock will be subject to forfeiture pursuant to the terms of the Plan.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
VARELA AMELIA
C/O STEVEN MADDEN, LTD.
52-16 BARNET AVENUE
LONG ISLAND CITY, NY 11104
X
President

Signatures
/s/ Amelia Varela 8/12/2016
** 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 control number.
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