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^*

RONKIN JOEL B

(Last)

(First)

(Middle)

C/O ELIZABETH ARDEN, INC.

2400 SW 145 AVENUE, 2ND FLOOR

(Street)

MIRAMAR

33027

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ELIZABETH ARDEN INC [ RDEN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP and GM - North America

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2014

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)
Common Stock, $.01 par value	08/21/2014		F⁽¹⁾		3,019	D	$17.26	139,425⁽²⁾	D
Common Stock, $.01 par value	08/21/2014		A⁽³⁾		23,500	A	$0	162,925⁽⁴⁾	D
Common Stock, $.01 par value								850	I	Trust⁽⁵⁾

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)
Stock Option (Right to Buy)	$17.26	08/21/2014		A		29,000		⁽⁶⁾	08/21/2024	Common Stock, $.01 par value	29,000	$0	29,000	D

Explanation of Responses:

1. Represents shares withheld by the Issuer in satisfaction of tax withholding obligations arising from the vesting of service-based restricted stock units granted on August 15, 2011, August 13, 2012, and August 12, 2013. The price reflected is the closing market price of the Issuer's Common Stock on the vesting date, August 21, 2014.

2. Includes 39,268 service-based restricted stock units.

3. This grant of service-based restricted stock units will vest in thirds over a three-year period on the dates that are two business days following the public announcement of the Issuer's financial results for the fiscal years ending June 30, 2015, 2016 and 2017, but only if the Reporting Person is still employed with the Issuer on the applicable vesting date.

4. Includes 62,768 service-based restricted stock units.

5. Shares of common stock held in a trust, of which Mr. Ronkin is the Trustee, for the benefit of one of Mr. Ronkin's children.

6. This stock option shall become exercisable in equal thirds over a three-year period on the dates that are two business days following the public announcement of the Issuer's financial results for the fiscal years ending June 30, 2015, 2016 and 2017, but only if the Reporting Person is still employed with the Issuer on the applicable vesting date.

	Joel B. Ronkin	08/25/2014
	** 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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