STEVEN MADDEN, LTD. — Director's Dealing 2014

Mar 18, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEVEN MADDEN, LTD. (SHOO)
CIK: 0000913241
Period of Report: 2014-03-17

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
2014-03-17	Common Stock, par value $0.0001 per share	A	22265	—	Acquired	312827	Direct
2014-03-18	Common Stock, par value $0.0001 per share	S	23250	$36.552	Disposed	289577	Direct

Footnotes

F1: Reflects restricted stock grant made to the reporting person on March 17, 2014 under the Steven Madden, Ltd. 2006 Stock Incentive Plan (the "Plan"), which stock will vest in five equal annual installments of 4,453 on each of March 5, 2015, March 5, 2016, March 5, 2017, March 5, 2018 and March 5, 2019, subject to forfeiture pursuant to the terms of the Plan.

F2: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $36.44 to $36.83, inclusive. The reporting person undertakes to provide to Steven Madden, Ltd. (the "Company"), any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.