STEVEN MADDEN, LTD. — Director's Dealing 2012

Aug 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEVEN MADDEN, LTD. (SHOO)
CIK: 0000913241
Period of Report: 2012-08-01

Reporting Person: MADDEN STEVEN (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-01	Common Stock, par value $0.0001 per share	G	169046	—	Acquired	3096127	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.0001 per share	1805375	Indirect

Footnotes

F1: As previously reported by the reporting person, on July 12, 2010, the reporting person contributed these shares to a grantor retained annuity trust, the Steven H. Madden July 2010 Grantor Retained Annuity Trust, dated July 12, 2010 (the "GRAT"), between the reporting person, as Grantor, and an independent party, as Trustee, which was created by the reporting person for the benefit of himself and his two children. On August 1, 2012, the reporting person received 169,046 shares of common stock of the Company as an annuity payment made by the trustee of the GRAT.

F2: BOCAP Corp. is a corporation wholly owned by the reporting person.