STEVEN MADDEN, LTD. — Director's Dealing 2016

Aug 15, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEVEN MADDEN, LTD. (SHOO)
CIK: 0000913241
Period of Report: 2016-08-12

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
2016-08-12	Common Stock, par value $0.0001 per share	J	25326	—	Disposed	498061	Direct
2016-08-12	Common Stock, par value $0.0001 per share	J	27563	—	Disposed	470498	Direct
2016-08-12	Common Stock, par value $0.0001 per share	A	25326	—	Acquired	495824	Direct
2016-08-12	Common Stock, par value $0.0001 per share	A	27563	—	Acquired	523387	Direct

Footnotes

F1: As previously reported, on March 11, 2015, the reporting person received from Steven Madden, Ltd. (the "Company") an award of 25,326 shares of restricted stock under the Steven Madden, Ltd. 2006 Stock Incentive Plan (the "Plan"). The March 11, 2015 restricted stock award was rescinded on August 12, 2016 pursuant to a Forfeiture and Rescission of Awards Agreement dated August 12, 2016 between the reporting person and the Company (the "Forfeiture and Rescission Agreement").

F2: As previously reported, on March 15, 2016, the reporting person received from the Company an award of 27,563 shares of restricted stock under the Plan. The March 15, 2016 restricted stock award was rescinded on August 12, 2016 pursuant to the Forfeiture and Rescission Agreement.

F3: Reflects a restricted stock grant made by the Company to the reporting person on August 12, 2016 under the Plan, which stock will vest and cease to be restricted stock in five substantially equal installments as follows: 5,065 shares on each of the grant date, August 12, 2016, March 5, 2017, March 5, 2018 and March 5, 2019 and 5,066 shares on March 5, 2020. Until fully vested, the stock will be subject to forfeiture pursuant to the terms of the Plan.

F4: Reflects a restricted stock grant made by the Company to the reporting person on August 12, 2016 under the Plan, which stock will vest and cease to be restricted stock in five substantially equal annual installments as follows: 5,512 shares on each of March 5, 2017 and March 5, 2018, and 5,513 shares on each of March 5, 2019, March 5, 2020 and March 5, 2021. Until fully vested, the stock will be subject to forfeiture pursuant to the terms of the Plan.