DECKERS OUTDOOR CORP — Director's Dealing 2017

Jun 16, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DECKERS OUTDOOR CORP (DECK)
CIK: 0000910521
Period of Report: 2017-06-13

Reporting Person: Stefano Caroti (President of Omni Channel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-06-13	Common Stock (Time-Based RSUs)	A	2381	—	Acquired	37127	Direct
2017-06-13	Common Stock (Performance-Based RSUs)	A	2381	—	Acquired	39508	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-06-13	Performance Stock Options (Right to Buy)	$69.29	A	19776	Acquired		Common Stock (19776)	Direct

Footnotes

F1: The Time-Based RSUs were granted pursuant to the Issuer's 2015 Stock Incentive Plan. The Time-Based RSUs vest as to 33.33% of the underlying shares on 8/15/2018, 33.33% on 8/15/2019 and 33.34% on 8/15/2020, subject to the satisfaction of continuous service requirements. At the time that continuous service requirements cease to be met, no further vesting will occur and the remaining Time-Based RSUs will not be earned. The Time-Based RSUs will be settled in the Issuer's common stock upon satisfaction of the vesting conditions.

F2: The Performance-Based RSUs were granted pursuant to the Issuer's 2015 Stock Incentive Plan. The Performance-Based RSUs may vest subject to the Issuer's achievement of a pre-established "Earnings Per Share" target for the fiscal year ending March 31, 2018. If the performance target is met, the Performance-Based RSUs will then vest as to 33.33% of the underlying shares on 8/15/2018, 33.33% on 8/15/2019 and 33.34% on 8/15/2020. If the performance target is not met, no vesting will occur and the Performance-Based RSUs will be cancelled. The Performance-Based RSUs will be settled in the Issuer's common stock upon satisfaction of the vesting conditions.

F3: The Performance Stock Options were granted as non-qualified stock options pursuant to the Issuer's 2015 Stock Incentive Plan. The Performance Stock Options vest subject to the Issuer's achievement of a pre-established "Pre-Tax Income" target for the fiscal year ending March 31, 2020. If the performance target is not met, no vesting will occur and the Performance Stock Options will be cancelled. The Performance Stock Options will be exercisable for the Issuer's common stock upon satisfaction of the vesting conditions.

F4: The Performance Stock Options will expire on June 13, 2024, subject to earlier expiration as described in the Performance Stock Option Agreement.