- Amended Statement of Ownership (SC 13G/A)
February 06 2012 - 2:14PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 17)
PERRY ELLIS INTERNATIONAL, INC.
(Name of Issuer)
Common Stock,
$.01 Par Value
(Title of Class of Securities)
868610106
(CUSIP Number)
December 31, 2011
(Date of Event Which Requires Filing of this
Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨
Rule 13d-1(b)
¨
Rule 13d-1(c)
x
Rule 13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
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The
information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13G
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CUSIP No. 868610106
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Page 2 of 5
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1
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NAMES OF REPORTING PERSONS
Oscar Feldenkreis
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a)
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(b)
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
U.S.A.
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING POWER
1,639,536
(1)
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
1,639,536
(1)
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,639,536
(1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
10.4%
(2)
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12
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TYPE OF REPORTING
PERSON*
IN
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(1)
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Represents (a) 4,350 shares of common stock owned by the Oscar Feldenkreis Revocable Trust UAD 5/6/11, of which Mr. Feldenkreis is the trustee; (b) 842,686 shares of
common stock owned by a limited partnership of which Mr. Feldenkreis is the sole shareholder of the general partner and the sole limited partner; (c) 375,000 restricted shares of common stock; and (d)(i) 225,000 shares of common stock issuable upon
exercise of stock options expiring on December 4, 2012 with an exercise price of $9.50 per share; (ii) 67,500 shares of common stock issuable upon exercise of stock options expiring on March 3, 2014 with an exercise price of $16.593 per share; and
(iii) 125,000 shares of common stock issuable upon exercise of stock options expiring on March 17, 2019 with an exercise price of $4.63 per share. This number excludes (i) shares issuable upon exercise of stock appreciation rights, which have vested
but were out-of-the money based on the Companys closing stock price on December 31, 2011; and (ii) shares of common stock owned by the Feldenkreis Family Foundation, Inc., a Florida not-for-profit corporation that is tax exempt under
Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, of which the reporting person is an officer and director.
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(2)
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Calculated on the basis of 15,775,530 shares of common stock, which consists of (i) 15,358,030 shares of common stock outstanding on December 5, 2011; and (ii)
417,500 shares of common stock issuable upon exercise of stock options within 60 days of December 31, 2011.
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Item 1
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(a).
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Name of Issuer:
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Perry Ellis International, Inc.
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Item 1
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(b).
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Address of Issuers Principal Executive Offices:
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3000 N.W. 107
th
Avenue, Miami, Florida 33172
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Item 2
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(a).
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Name of Person Filing:
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Oscar Feldenkreis
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Item 2
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(b).
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Address of Principal Business Office or, if none, Residence:
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3000 N.W. 107
th
Avenue, Miami, Florida 33172
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Item 2
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(c).
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Citizenship:
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U.S.A.
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Item 2
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(d).
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Title of Class of Securities:
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Common Stock, $.01 Par Value
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Item 2
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(e).
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CUSIP Number:
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868610106
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Item 3.
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If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
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Not applicable.
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Page 3 of 5
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Item 4.
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Ownership:
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(a)
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Amount Beneficially Owned: 1,639,536
(1)
shares.
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(b)
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Percent of Class: 10.4%
(2)
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: 1,639,536
(1)
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(ii)
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shared power to vote or to direct the vote: 0
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(iii)
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sole power to dispose or to direct the disposition of: 1,639,536
(1)
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(iv)
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shared power to dispose or to direct disposition of: 0
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Item 5.
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Ownership of Five Percent or Less of a Class:
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of
the class of securities, check the following
¨
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group:
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Not applicable.
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Item 9.
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Notice of Dissolution of Group:
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Not applicable.
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Item 10.
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Certification:
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Not applicable.
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(1)
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Represents (a) 4,350 shares of common stock owned by the Oscar Feldenkreis Revocable Trust UAD 5/6/11, of which Mr. Feldenkreis is the trustee; (b) 842,686 shares of
common stock owned by a limited partnership of which Mr. Feldenkreis is the sole shareholder of the general partner and the sole limited partner; (c) 375,000 restricted shares of common stock; and (d)(i) 225,000 shares of common stock issuable upon
exercise of stock options expiring on December 4, 2012 with an exercise price of $9.50 per share; (ii) 67,500 shares of common stock issuable upon exercise of stock options expiring on March 3, 2014 with an exercise price of $16.593 per share; and
(iii) 125,000 shares of common stock issuable upon exercise of stock options expiring on March 17, 2019 with an exercise price of $4.63 per share. This number excludes (i) shares issuable upon exercise of stock appreciation rights, which have vested
but were out-of-the money based on the Companys closing stock price on December 31, 2011; and (ii) shares of common stock owned by the Feldenkreis Family Foundation, Inc., a Florida not-for-profit corporation that is tax exempt under
Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, of which the reporting person is an officer and director.
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(2)
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Calculated on the basis of 15,775,530 shares of common stock, which consists of (i) 15,358,030 shares of common stock outstanding on December 5, 2011; and (ii)
417,500 shares of common stock issuable upon exercise of stock options within 60 days of December 31, 2011.
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Page 4 of 5
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Dated: February 6, 2012
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/s/ Oscar Feldenkreis
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Oscar Feldenkreis
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Page 5 of 5
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