Designer Brands Inc. — Director's Dealing 2012

Mar 23, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DSW Inc. (DSW)
CIK: 0001319947
Period of Report: 2012-03-21

Reporting Person: Mustafa Harris (EVP, Supply Chain)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-21	Class A Common Shares	M	31318.0000	$34.2900	Acquired	35233.0000	Direct
2012-03-21	Class A Common Shares	M	17287.0000	$41.0800	Acquired	52520.0000	Direct
2012-03-21	Class A Common Shares	S	48605.0000	$55.3100	Disposed	3915.0000	Direct
2012-03-22	Class A Common Shares	M	1983.0000	$35.9100	Acquired	5898.0000	Direct
2012-03-22	Class A Common Shares	S	1983.0000	$55.4700	Disposed	3915.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-21	Stock Option - Right to Buy	$41.0800	M	17287.0000	Disposed	2017-04-05	Class A Common Shares (17287.0000)	Direct
2012-03-21	Stock Option - Right to Buy	$34.2900	M	31318.0000	Disposed	2016-07-10	Class A Common Shares (31318.0000)	Direct
2012-03-22	Stock Option - Right to Buy	$35.9100	M	1983.0000	Disposed	2021-03-22	Class A Common Shares (1983.0000)	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 20, 2012.

F2: Price represents a weighted average of the sale price. Shares were sold at prices ranging from $55.23 to $55.50. Upon the request by the SEC staff, the Issuer, or a security holder of the Issuer, the reporting person will provide the full information about the number of shares sold at each separate price.

F3: Price represents a weighted average of the sale price. Shares were sold at prices ranging from $55.42 to $55.55. Upon the request by the SEC staff, the Issuer, or a security holder of the Issuer, the reporting person will provide the full information about the number of shares sold at each separate price.

F4: Previously reported stock option has been adjusted to reflect a special stock dividend declared by the Issuer and exempt pursuant to Rule 16a-9.

F5: Option vests 20% per year beginning on the first anniversary of the date of grant.