Designer Brands Inc. — Director's Dealing 2012

May 24, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DSW Inc. (DSW)
CIK: 0001319947
Period of Report: 2012-05-22

Reporting Person: MacDonald Michael R (President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-22	Class A Common Shares	S	13500.0000	$61.5600	Disposed	13768.0000	Direct
2012-05-23	Class A Common Shares	M	109615.0000	$10.4200	Acquired	123383.0000	Direct
2012-05-23	Class A Common Shares	M	45098.0000	$24.5900	Acquired	168481.0000	Direct
2012-05-23	Class A Common Shares	M	15826.0000	$35.9100	Acquired	184307.0000	Direct
2012-05-23	Class A Common Shares	F	99279.0000	$61.2300	Disposed	85028.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-23	Stock Option - Right to Buy	$35.9100	M	15826.0000	Disposed	2021-03-22	Class A Common Shares (15826.0000)	Direct
2012-05-23	Stock Option - Right to Buy	$24.5900	M	45098.0000	Disposed	2010-03-24	Class A Common Shares (45098.0000)	Direct
2012-05-23	Stock Option - Right to Buy	$10.4200	M	109615.0000	Disposed	2019-04-30	Class A Common Shares (109615.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Shares	13500.0000	Indirect

Footnotes

F1: The sales in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 2, 2012.

F2: Price represents a weighted average of the sale price. Shares were sold at prices ranging from $61.52 to $61.59. 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: Previously reported stock option has been adjusted to reflect a special stock dividend declared by the Issuer and exempt pursuant to Rule 16a-9.

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