STEVEN MADDEN, LTD. — Director's Dealing 2012

Mar 28, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEVEN MADDEN, LTD. (SHOO)
CIK: 0000913241
Period of Report: 2012-03-14

Reporting Person: Rosenfeld Edward R. (Director, CEO and Chairman of the Board)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-14	Common Stock, par value $0.0001 per share	A	20000	—	Acquired	167375	Direct

Footnotes

F1: Reflects restricted stock grant made to the reporting person on March 14, 2012 under the Steven Madden, Ltd. 2006 Stock Incentive Plan (the "Plan"), which stock will vest in five equal annual installments of 4,000 shares commencing on the first anniversary of the grant date, March 14, 2013, and continuing to vest on each anniversary of the grant date thereafter, subject to forfeiture pursuant to the terms of the Plan.

F2: A Form 4 filed by the reporting person on March 16, 2012 did not take into account the March 14, 2012 restricted stock grant and, as a consequence, Column 5 of Table 1 of such Form 4 understated by 20,000 shares the number of shares beneficially owned.