Designer Brands Inc. — Director's Dealing 2013

Apr 3, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DSW Inc. (DSW)
CIK: 0001319947
Period of Report: 2013-04-01

Reporting Person: Mustafa Harris (EVP, Supply Chain)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-04-01	Class A Common Shares	M	18646.0000	$0.0000	Acquired	27826.0000	Direct
2013-04-01	Class A Common Shares	F	2294.0000	$63.8000	Disposed	25532.0000	Direct
2013-04-01	Class A Common Shares	S	16352.0000	$63.2900	Disposed	9180.0000	Direct
2013-04-03	Class A Common Shares	M	6452.0000	$12.0200	Acquired	15632.0000	Direct
2013-04-03	Class A Common Shares	S	6452.0000	$63.5400	Disposed	9180.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-04-01	Dividend Equivalent Rights	$	M	322.0000	Disposed		Class A Common Shares (322.0000)	Direct
2013-04-01	Restricted Stock Unit	$	M	6279.0000	Disposed	2013-04-01	Class A Common Shares (6279.0000)	Direct
2013-04-01	Stock Option - Right to Buy	$9.3000	M	12045.0000	Disposed	2019-04-01	Class A Common Shares (12045.0000)	Direct
2013-04-03	Stock Option - Right to Buy	$12.0200	M	6452.0000	Disposed	2018-04-03	Class A Common Shares (6452.0000)	Direct

Footnotes

F1: Price represents a weighted average of the sale price. Shares were sold at prices ranging from $63.09 to $63.49. 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 $63.35 to $63.72. 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: 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.

F4: Each restricted stock unit represents a contingent right to receive one share of DSW common stock.

F5: Restricted stock units vest 25% on the first and second anniversaries of the date of grant and 50% on the fourth anniversary of the date of grant.

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