SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Dean Jill Brown

(Last)

(First)

(Middle)

ONE COLDWATER CREEK DRIVE

(Street)

SANDPOINT

83864

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COLDWATER CREEK INC [ CWTR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
CWTR Common Stock	03/19/2013		D		22,500⁽¹⁾	D	$0.00	607,125	D
CWTR Common Stock	03/19/2013		D		150,000⁽²⁾	D	$0.00	457,125	D
CWTR Common Stock	03/19/2013		A		22,500⁽¹⁾	A	$0.00	479,625	D
CWTR Common Stock	03/19/2013		A		150,000⁽²⁾	A	$0.00	629,625	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents the amendment of an outstanding performance stock unit award granted on March 24, 2012, and previously reported as common stock. Pursuant to the amendment, shares of performance stock units that were to vest upon Coldwater Creek Inc.'s (the "Company's") achievement of three-year earnings before interest and taxes ("EBIT") targets will now vest upon the Company's achievement of three-year operating income targets over the same time periods. In March 2013, the Compensation Committee of the Board of Directors of the Company determined that the EBIT measure is not appropriate as it does not exclude the impact of changes in the fair value of the derivative liability that arose as a result of the issuance during fiscal 2012 of shares of Series A Preferred Stock which are convertible into shares of the Company's common stock. The amendment does not otherwise alter the March 2012 award of performance stock units.

2. Represents the amendment of an outstanding performance stock unit award granted on January 1, 2013, and previously reported as common stock. Pursuant to the amendment, shares of performance stock units that were to vest upon Coldwater Creek Inc.'s (the "Company's") achievement of three-year earnings before interest, taxes, depreciation and amortization ("EBITDA") targets will now vest upon the Company's achievement of three-year operating income targets over the same time periods. In March 2013, the Compensation Committee of the Board of Directors of the Company determined that the EBITDA measure is not appropriate as it does not exclude the impact of changes in the fair value of the derivative liability that arose as a result of the issuance during fiscal 2012 of shares of Series A Preferred Stock which are convertible into shares of the Company's common stock. The amendment does not otherwise alter the January 2013 award of performance stock units.

	/s/ Mark A. Haley, Power of Attorney	03/21/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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