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*
SONNENBERG HARVEY L
(Last) (First) (Middle)
810 DSW DRIVE
(Street)
COLUMBUS OH 43219
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DSW Inc. [ DSW ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
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)
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)
Code V Amount (A) or (D) Price
Class A Common Shares 05/26/2011 A 7,612 A $0(1) 9,612 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
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 (2) 1,087 D
Stock Option - Right to Buy(3) $15.6 05/26/2011 D 1,087 05/26/2011 01/31/2015 Class A Common Shares 1,087 $0.0000 0.0000 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 (4) 1,087 D
Stock Option - Right to Buy(3) $13.95 05/26/2011 D 1,087 05/26/2011 02/02/2014 Class A Common Shares 1,087 $0.0000 0.0000 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 (5) 1,087 D
Stock Option - Right to Buy(3) $5.62 05/26/2011 D 1,087 05/26/2011 02/02/2019 Class A Common Shares 1,087 $0.0000 0.0000 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 (6) 1,087 D
Stock Option - Right to Buy(3) $16.02 05/26/2011 D 1,087 05/26/2011 02/05/2018 Class A Common Shares 1,087 $0.0000 0.0000 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 (7) 1,087 D
Stock Option - Right to Buy(3) $17.29 05/26/2011 D 1,087 05/26/2011 05/03/2014 Class A Common Shares 1,087 $0.0000 0.0000 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 (8) 1,087 D
Stock Option - Right to Buy(3) $6.64 05/26/2011 D 1,087 05/26/2011 05/04/2019 Class A Common Shares 1,087 $0.0000 0.0000 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 (9) 1,087 D
Stock Option - Right to Buy(3) $12.15 05/26/2011 D 1,087 05/26/2011 05/05/2018 Class A Common Shares 1,087 $0.0000 0.0000 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 (10) 1,087 D
Stock Option - Right to Buy(3) $17.57 05/26/2011 D 1,087 05/26/2011 08/02/2014 Class A Common Shares 1,087 $0.0000 0.0000 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 (11) 1,087 D
Stock Option - Right to Buy(3) $7.56 05/26/2011 D 1,087 05/26/2011 08/03/2019 Class A Common Shares 1,087 $0.0000 0.0000 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 (12) 1,087 D
Stock Option - Right to Buy(3) $9.66 05/26/2011 D 1,087 05/26/2011 08/04/2018 Class A Common Shares 1,087 $0.0000 0.0000 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 (13) 1,087 D
Stock Option - Right to Buy(3) $16.06 05/26/2011 D 1,087 05/26/2011 11/01/2014 Class A Common Shares 1,087 $0.0000 0.0000 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 (14) 1,087 D
Stock Option - Right to Buy(3) $14.43 05/26/2011 D 1,087 05/26/2011 11/02/2019 Class A Common Shares 1,087 $0.0000 0.0000 D
Stock Option - Right to Buy $13.4 05/26/2011 A 1,087 05/26/2011 11/03/2013 Class A Common Shares 1,087 (15) 1,087 D
Stock Option - Right to Buy(3) $13.4 05/26/2011 D 1,087 05/26/2011 11/03/2013 Class A Common Shares 1,087 $0.0000 0.0000 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 (16) 1,087 D
Stock Option - Right to Buy(3) $4.69 05/26/2011 D 1,087 05/26/2011 11/03/2018 Class A Common Shares 1,087 $0.0000 0.0000 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 (17) 1,087 D
Stock Option - Right to Buy(3) $17.79 05/26/2011 D 1,087 05/26/2011 11/05/2017 Class A Common Shares 1,087 $0.0000 0.0000 D
Explanation of Responses:
1. Received in exchange for 17,500 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 $6.785 per share.
3. The option was cancelled by mutual agreement of the reporting person and DSW Inc. The reporting person received an aggregate of $923,912.50 as consideration for the cancellation.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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.
10. 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.
11. 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.
12. 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.
13. 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.
14. 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.
15. Received in the Merger in exchange for a stock option to acquire 2,500 shares of Retail Ventures, Inc. common stock for $5.83 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 $2.04 per share.
17. 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).
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