Statement of Changes in Beneficial Ownership (4)
February 02 2022 - 5:02PM
Edgar (US Regulatory)
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
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1. Name and Address of Reporting Person
*
Rosenfeld Edward R. |
2. Issuer Name and Ticker or Trading Symbol
STEVEN MADDEN, LTD.
[
SHOO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer |
(Last)
(First)
(Middle)
C/O STEVEN MADDEN, LTD., 52-16 BARNETT AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/1/2022 |
(Street)
LONG ISLAND CITY, NY 11104
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.0001 per share | 2/1/2022 | | A | | 60532 (1) | A | $0 | 803391 | D | |
Common Stock, par value $0.0001 per share | 2/1/2022 | | F | | 7071 (2) | D | $41.30 | 796320 | D | |
Common Stock, par value $0.0001 per share | | | | | | | | 234892 (3)(4) | I | By Rosenfeld 2021 Family Trust |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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) | Reflects a restricted stock grant made by the Company to the reporting person on February 1, 2022 under the Steven Madden, Ltd. 2019 Incentive Compensation Plan (the "Plan"), which stock will vest and ceased to be restricted stock in five annual installments of (a) 12,106, (b) 12,106, (c) 12,106, (d) 12,107, and (e) 12,107 respectively, commencing on February 1, 2023, and until fully vested will be subject to forfeiture pursuant to the terms of the Plan and the award agreement. |
(2) | Represents shares withheld to satisfy the reporting person's tax obligations in connection with the vesting of 17,500 shares of restricted common stock of Steven Madden, Ltd. |
(3) | The Rosenfeld 2021 Family Trust, a grantor trust, is for the benefit of the reporting person's spouse and children. The reporting person's spouse is the sole trustee of the trust. |
(4) | The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purposes. |
Reporting Owners
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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 |
| Chief Executive Officer |
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Signatures
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/s/ Mike Lomenzo, Attorney-in-Fact for Edward R. Rosenfeld | | 2/2/2022 |
**Signature of Reporting Person | Date |
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