Designer Brands Inc. — Director's Dealing 2012

Dec 6, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DSW Inc. (DSW)
CIK: 0001319947
Period of Report: 2012-12-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-05	Class A Common Shares	M	80356.0000	$12.0200	Acquired	80356.0000	Direct
2012-12-05	Class A Common Shares	M	19344.0000	$24.7500	Acquired	99700.0000	Direct
2012-12-05	Class A Common Shares	S	947.0000	$70.5000	Disposed	98753.0000	Direct
2012-12-05	Class A Common Shares	S	12000.0000	$69.6500	Disposed	86753.0000	Direct
2012-12-05	Class A Common Shares	S	86753.0000	$68.6700	Disposed	0.0000	Direct
2012-12-04	Class A Common Shares	C	203155.0000	$0.0000	Acquired	203155.0000	Indirect
2012-12-04	Class A Common Shares	S	29606.0000	$71.4700	Disposed	173549.0000	Indirect
2012-12-04	Class A Common Shares	S	173549.0000	$70.6700	Disposed	0.0000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-05	Stock Option - Right to Buy	$24.7500	M	19344.0000	Disposed	2020-03-24	Class A Common Shares (19344.0000)	Direct
2012-12-05	Stock Option - Right to Buy	$12.0200	M	80356.0000	Disposed	2018-04-03	Class A Common Shares (80356.0000)	Direct
2012-12-04	Class B Common Shares	$	C	203155.0000	Disposed		Class A Common Shares (203155.0000)	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 (4291995.0000)	4291995.0000	Indirect

Footnotes

F1: Price represents a weighted average of the sale price. Shares were sold at prices ranging from $70.37 to $70.62. 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 $69.35 to $70.34. 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 $68.35 to $69.34. 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 $71.25 to $72.00. 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: Price represents a weighted average of the sale price. Shares were sold at prices ranging from $70.25 to $71.24. 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.

F6: Previously reported stock option has been adjusted to reflect a special stock dividend declared by the Issuer and exempt pursuant to Rule 16a-9.

F7: Option vests 20% per year beginning on the first anniversary of the date of grant.

F8: Class B common shares convert to Class A common shares on a one-for-one basis.

F9: The Class B common shares are convertible at any time, at the holder's election, and have no expiration date.