Designer Brands Inc. — Director's Dealing 2012

Dec 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DSW Inc. (DSW)
CIK: 0001319947
Period of Report: 2012-12-03

Reporting Person: PROBST DOUGLAS J (EVP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-03	Class A Common Shares	M	18973.0000	$9.3000	Acquired	27424.0000	Direct
2012-12-03	Class A Common Shares	M	8727.0000	$12.0200	Acquired	36151.0000	Direct
2012-12-03	Class A Common Shares	S	27700.0000	$67.5300	Disposed	8451.0000	Direct
2012-12-04	Class A Common Shares	M	29128.0000	$12.0200	Acquired	37579.0000	Direct
2012-12-04	Class A Common Shares	M	3172.0000	$17.6700	Acquired	40751.0000	Direct
2012-12-04	Class A Common Shares	S	2700.0000	$69.2300	Disposed	38051.0000	Direct
2012-12-04	Class A Common Shares	S	14697.0000	$70.5200	Disposed	23354.0000	Direct
2012-12-04	Class A Common Shares	S	14903.0000	$71.0700	Disposed	8451.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-03	Stock Option - Right to Buy	$9.3000	M	18973.0000	Disposed	2019-04-01	Class A Common Shares (18973.0000)	Direct
2012-12-03	Stock Option - Right to Buy	$12.0200	M	8727.0000	Disposed	2018-04-03	Class A Common Shares (8727.0000)	Direct
2012-12-04	Stock Option - Right to Buy	$12.0200	M	29128.0000	Disposed	2018-04-03	Class A Common Shares (29128.0000)	Direct
2012-12-04	Stock Option - Right to Buy	$17.6700	M	3172.0000	Disposed	2015-06-28	Class A Common Shares (3172.0000)	Direct

Footnotes

F1: Price represents a weighted average of the sale price. Shares were sold at prices ranging from $67.10 to $67.84. 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.

F2: Price represents a weighted average of the sale price. Shares were sold at prices ranging from $68.89 to $69.64. 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 $69.88 to $70.85. 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: Price represents a weighted average of the sale price. Shares were sold at prices ranging from $70.89 to $71.42. 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.

F5: Previously reported stock option has been adjusted to reflect a special stock dividend declared by the Issuer and exempt pursuant to Rule 16a-9.

F6: Option vests 20% per year beginning on the first anniversary of the date of grant.