STEVEN MADDEN, LTD. — Director's Dealing 2019

Jan 3, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEVEN MADDEN, LTD. (SHOO)
CIK: 0000913241
Period of Report: 2018-12-03

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
2018-12-03	Common Stock, par value $0.0001 per share	F	11975	$32.98	Disposed	706535	Direct
2018-12-31	Common Stock, par value $0.0001 per share	A	87500	—	Acquired	794035	Direct

Footnotes

F1: Represents shares withheld to satisfy the reporting person's tax obligations in connection with the vesting of 22,500 shares of restricted common stock of Steven Madden, Ltd. (the "Company").

F2: The Form 4 filed by the reporting person on December 6, 2018, which reported a transaction that occurred after the stock split referenced in footnote 3 of this Form 4, understated by 239,503 the number of shares owned by the reporting person following the reported transaction as a result of the omission of the 239,503 shares received by the reporting person in the stock split. As a consequence, 467,032, rather than 706,535 (reflecting the correct number of shares beneficially owned), were reported as owned by the reporting person in the Form 4 filed on December 6, 2018.

F3: On October 11, 2018, the Company effected a three-for-two stock split (effected as a stock dividend), which resulted in the reporting person receiving 239,503 additional shares of Common Stock of the Company.

F4: Reflects a restricted stock grant made by the Company to the reporting person on December 31, 2018 under the Steven Madden, Ltd. 2006 Stock Incentive Plan (the "Plan"), which stock will vest and cease to be restricted stock in five equal annual installments of 17,500 commencing on December 1, 2019, and until fully vested will be subject to forfeiture pursuant to the terms of the Plan and the award agreement.