Designer Brands Inc. — Director's Dealing 2012

May 31, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DSW Inc. (DSW)
CIK: 0001319947
Period of Report: 2012-05-29

Reporting Person: SCHOTTENSTEIN JAY L (Director, Executive Chairman, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-29	Class A Common Shares	C	390000.0000	$0.0000	Acquired	390000.0000	Indirect
2012-05-29	Class A Common Shares	S	65900.0000	$61.1291	Disposed	324100.0000	Indirect
2012-05-29	Class A Common Shares	S	324100.0000	$60.0000	Disposed	0.0000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-29	Class B Common Shares	$	C	390000.0000	Disposed		Class A Common Shares (390000.0000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Shares	13150.0000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Shares	$		Class A Common Shares (71905.0000)	71905.0000	Direct
Class B Common Shares	$		Class A Common Shares (993092.0000)	993092.0000	Indirect

Footnotes

F1: Class B common shares convert to Class A common shares on a one-for-one basis.

F2: The Class B common shares are convertible at any time, at the holder's election, and have no expiration date.