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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
DSW Inc. [ DSW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/26/2011 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Shares | 05/26/2011 | A | 3,697 | A | $0(1) | 3,697 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option - Right to Buy | $29.31 | 05/26/2011 | A | 1,087 | 05/26/2011 | 01/30/2016 | Class A Common Shares | 1,087 | (2) | 1,087 | D | ||||
Stock Option - Right to Buy | $15.6 | 05/26/2011 | A | 1,087 | 05/26/2011 | 01/31/2015 | Class A Common Shares | 1,087 | (3) | 1,087 | D | ||||
Stock Option - Right to Buy | $34.52 | 05/26/2011 | A | 1,087 | 05/26/2011 | 01/31/2021 | Class A Common Shares | 1,087 | (4) | 1,087 | D | ||||
Stock Option - Right to Buy | $19.66 | 05/26/2011 | A | 1,087 | 05/26/2011 | 02/01/2020 | Class A Common Shares | 1,087 | (5) | 1,087 | D | ||||
Stock Option - Right to Buy | $13.95 | 05/26/2011 | A | 1,087 | 05/26/2011 | 02/02/2014 | Class A Common Shares | 1,087 | (6) | 1,087 | D | ||||
Stock Option - Right to Buy | $5.62 | 05/26/2011 | A | 1,087 | 05/26/2011 | 02/02/2019 | Class A Common Shares | 1,087 | (7) | 1,087 | D | ||||
Stock Option - Right to Buy | $46.16 | 05/26/2011 | A | 1,087 | 05/26/2011 | 02/05/2017 | Class A Common Shares | 1,087 | (8) | 1,087 | D | ||||
Stock Option - Right to Buy | $16.02 | 05/26/2011 | A | 1,087 | 05/26/2011 | 02/05/2018 | Class A Common Shares | 1,087 | (9) | 1,087 | D | ||||
Stock Option - Right to Buy | $37.47 | 05/26/2011 | A | 1,087 | 05/26/2011 | 05/01/2016 | Class A Common Shares | 1,087 | (10) | 1,087 | D | ||||
Stock Option - Right to Buy | $23.59 | 05/26/2011 | A | 1,087 | 05/26/2011 | 05/02/2015 | Class A Common Shares | 1,087 | (11) | 1,087 | D | ||||
Stock Option - Right to Buy | $17.29 | 05/26/2011 | A | 1,087 | 05/26/2011 | 05/03/2014 | Class A Common Shares | 1,087 | (12) | 1,087 | D | ||||
Stock Option - Right to Buy | $25.79 | 05/26/2011 | A | 1,087 | 05/26/2011 | 05/03/2020 | Class A Common Shares | 1,087 | (13) | 1,087 | D | ||||
Stock Option - Right to Buy | $6.64 | 05/26/2011 | A | 1,087 | 05/26/2011 | 05/04/2019 | Class A Common Shares | 1,087 | (14) | 1,087 | D | ||||
Stock Option - Right to Buy | $12.15 | 05/26/2011 | A | 1,087 | 05/26/2011 | 05/05/2018 | Class A Common Shares | 1,087 | (15) | 1,087 | D | ||||
Stock Option - Right to Buy | $46.9 | 05/26/2011 | A | 1,087 | 05/26/2011 | 05/07/2017 | Class A Common Shares | 1,087 | (16) | 1,087 | D | ||||
Stock Option - Right to Buy | $25.52 | 05/26/2011 | A | 435 | 05/26/2011 | 07/02/2011 | Class A Common Shares | 435 | (17) | 435 | D | ||||
Stock Option - Right to Buy | $39.29 | 05/26/2011 | A | 1,087 | 05/26/2011 | 07/31/2016 | Class A Common Shares | 1,087 | (18) | 1,087 | D | ||||
Stock Option - Right to Buy | $31.71 | 05/26/2011 | A | 1,087 | 05/26/2011 | 08/01/2015 | Class A Common Shares | 1,087 | (19) | 1,087 | D | ||||
Stock Option - Right to Buy | $17.57 | 05/26/2011 | A | 1,087 | 05/26/2011 | 08/02/2014 | Class A Common Shares | 1,087 | (20) | 1,087 | D | ||||
Stock Option - Right to Buy | $22.76 | 05/26/2011 | A | 1,087 | 05/26/2011 | 08/02/2020 | Class A Common Shares | 1,087 | (13) | 1,087 | D | ||||
Stock Option - Right to Buy | $7.56 | 05/26/2011 | A | 1,087 | 05/26/2011 | 08/03/2019 | Class A Common Shares | 1,087 | (21) | 1,087 | D | ||||
Stock Option - Right to Buy | $9.66 | 05/26/2011 | A | 1,087 | 05/26/2011 | 08/04/2018 | Class A Common Shares | 1,087 | (22) | 1,087 | D | ||||
Stock Option - Right to Buy | $27.91 | 05/26/2011 | A | 1,087 | 05/26/2011 | 08/06/2017 | Class A Common Shares | 1,087 | (23) | 1,087 | D | ||||
Stock Option - Right to Buy | $39.03 | 05/26/2011 | A | 1,087 | 05/26/2011 | 10/30/2016 | Class A Common Shares | 1,087 | (24) | 1,087 | D | ||||
Stock Option - Right to Buy | $23.71 | 05/26/2011 | A | 1,087 | 05/26/2011 | 10/31/2015 | Class A Common Shares | 1,087 | (25) | 1,087 | D | ||||
Stock Option - Right to Buy | $16.06 | 05/26/2011 | A | 1,087 | 05/26/2011 | 11/01/2014 | Class A Common Shares | 1,087 | (26) | 1,087 | D | ||||
Stock Option - Right to Buy | $31.71 | 05/26/2011 | A | 1,087 | 05/26/2011 | 11/01/2020 | Class A Common Shares | 1,087 | (19) | 1,087 | D | ||||
Stock Option - Right to Buy | $14.43 | 05/26/2011 | A | 1,087 | 05/26/2011 | 11/02/2019 | Class A Common Shares | 1,087 | (27) | 1,087 | D | ||||
Stock Option - Right to Buy | $4.69 | 05/26/2011 | A | 1,087 | 05/26/2011 | 11/03/2018 | Class A Common Shares | 1,087 | (28) | 1,087 | D | ||||
Stock Option - Right to Buy | $17.79 | 05/26/2011 | A | 1,087 | 05/26/2011 | 11/05/2017 | Class A Common Shares | 1,087 | (29) | 1,087 | D |
Explanation of Responses: |
1. Received in exchange for 8,500 shares of Retail Ventures, Inc. common stock pursuant to a merger agreement among DSW Inc. ("DSW"), DSW MS LLC and Retail Ventures, Inc. (the "Merger"). On the effective day of the Merger, the closing price of DSW Class A common shares was $49.92 per share, and the closing price of Retail Ventures, Inc. common stock was $22.13 per share. |
2. Received in the Merger in exchange for a stock option to acquire 2,500 shares of Retail Ventures, Inc. common stock for $12.75 per share. |
3. Received in the Merger in exchange for a stock option to acquire 2,500 shares of Retail Ventures, Inc. common stock for $6.785 per share. |
4. Received in the Merger in exchange for a stock option to acquire 2,500 shares of Retail Ventures, Inc. common stock for $15.015 per share. |
5. Received in the Merger in exchange for a stock option to acquire 2,500 shares of Retail Ventures, Inc. common stock for $8.55 per share. |
6. Received in the Merger in exchange for a stock option to acquire 2,500 shares of Retail Ventures, Inc. common stock for $6.07 per share. |
7. Received in the Merger in exchange for a stock option to acquire 2,500 shares of Retail Ventures, Inc. common stock for $2.445 per share. |
8. Received in the Merger in exchange for a stock option to acquire 2,500 shares of Retail Ventures, Inc. common stock for $20.08 per share. |
9. Received in the Merger in exchange for a stock option to acquire 2,500 shares of Retail Ventures, Inc. common stock for $6.97 per share. |
10. Received in the Merger in exchange for a stock option to acquire 2,500 shares of Retail Ventures, Inc. common stock for $16.30 per share. |
11. Received in the Merger in exchange for a stock option to acquire 2,500 shares of Retail Ventures, Inc. common stock for $10.26 per share. |
12. Received in the Merger in exchange for a stock option to acquire 2,500 shares of Retail Ventures, Inc. common stock for $7.52 per share. |
13. Received in the Merger in exchange for a stock option to acquire 2,500 shares of Retail Ventures, Inc. common stock for $9.90 per share. |
14. Received in the Merger in exchange for a stock option to acquire 2,500 shares of Retail Ventures, Inc. common stock for $2.89 per share. |
15. Received in the Merger in exchange for a stock option to acquire 2,500 shares of Retail Ventures, Inc. common stock for $5.285 per share. |
16. Received in the Merger in exchange for a stock option to acquire 2,500 shares of Retail Ventures, Inc. common stock for $20.40 per share. |
17. Received in the Merger in exchange for a stock option to acquire 1,000 shares of Retail Ventures, Inc. common stock for $11.10 per share. |
18. Received in the Merger in exchange for a stock option to acquire 2,500 shares of Retail Ventures, Inc. common stock for $17.09 per share. |
19. Received in the Merger in exchange for a stock option to acquire 2,500 shares of Retail Ventures, Inc. common stock for $13.795 per share. |
20. Received in the Merger in exchange for a stock option to acquire 2,500 shares of Retail Ventures, Inc. common stock for $7.645 per share. |
21. Received in the Merger in exchange for a stock option to acquire 2,500 shares of Retail Ventures, Inc. common stock for $3.29 per share. |
22. Received in the Merger in exchange for a stock option to acquire 2,500 shares of Retail Ventures, Inc. common stock for $4.20 per share. |
23. Received in the Merger in exchange for a stock option to acquire 2,500 shares of Retail Ventures, Inc. common stock for $12.14 per share. |
24. Received in the Merger in exchange for a stock option to acquire 2,500 shares of Retail Ventures, Inc. common stock for $16.98 per share. |
25. Received in the Merger in exchange for a stock option to acquire 2,500 shares of Retail Ventures, Inc. common stock for $10.315 per share. |
26. Received in the Merger in exchange for a stock option to acquire 2,500 shares of Retail Ventures, Inc. common stock for $6.985 per share. |
27. Received in the Merger in exchange for a stock option to acquire 2,500 shares of Retail Ventures, Inc. common stock for $6.275 per share. |
28. Received in the Merger in exchange for a stock option to acquire 2,500 shares of Retail Ventures, Inc. common stock for $2.04 per share. |
29. Received in the Merger in exchange for a stock option to acquire 2,500 shares of Retail Ventures, Inc. common stock for $7.74 per share. |
Remarks: |
,Multiple Forms Submitted |
William L. Jordan, Attorney-in-Fact | 05/27/2011 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |