Designer Brands Inc. — Director's Dealing 2012

Apr 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DSW Inc. (DSW)
CIK: 0001319947
Period of Report: 2012-04-03

Reporting Person: Mustafa Harris (EVP, Supply Chain)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-03	Class A Common Shares	M	6263.0000	$12.3800	Acquired	10178.0000	Direct
2012-04-03	Class A Common Shares	M	5265.0000	$0.0000	Acquired	15443.0000	Direct
2012-04-03	Class A Common Shares	S	6263.0000	$56.3600	Disposed	9180.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-04-03	Dividend Equivalent Rights	$	M	32.0000	Disposed		Class A Common Shares (32.0000)	Direct
2012-04-03	Restricted Stock Unit	$0.0000	M	5233.0000	Disposed	2012-04-03	Class A Common Shares (5233.0000)	Direct
2012-04-03	Stock Option - Right to Buy	$12.3800	M	6263.0000	Disposed	2018-04-03	Class A Common Shares (6263.0000)	Direct

Footnotes

F1: The sales in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Mustafa on March 17, 2011.

F2: The dividend equivalent rights accrued on previously awarded restricted stock units (RSUs) and become exercisable proportionately with the RSUs to which they relate. Each dividend equivalent right is the economic equivalent of one share of DSW Class A common stock.

F3: Each restricted stock unit represents a contingent right to receive one share of DSW common stock.

F4: Option vests 20% per year beginning on the first anniversary of the date of grant.