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^*

TUSMAN STANLEY K

(Last)

(First)

(Middle)

BAKERS FOOTWEAR GROUP, INC.

2815 SCOTT AVENUE

(Street)

ST. LOUIS

63103

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BAKERS FOOTWEAR GROUP INC [ BKRS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec. VP-Inventory & Info Mgmt

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2004

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)
Class A Common Stock	02/10/2004		J⁽¹⁾		11,100	D	$7.75	0	I	Stanley K. Tusman and Gail F. Tusman Declaration of Trust
Common Stock	02/10/2004		J⁽¹⁾		11,100	A	$7.75	11,100	I	Stanley K. Tusman and Gail F. Tusman Declaration of Trust
Common Stock	02/10/2004		P		1,400	A	$7.75	1,400	I	Stanley K. Tusman and Gail F. Tusman Declaration

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)
Employee Stock Option (Right to Buy)	$0.01	02/10/2004		J⁽¹⁾			58,160.5	⁽²⁾	⁽³⁾	Class C Common Stock	58,160.5	⁽⁴⁾	0	D
Employee Stock Option (Right to Buy)	$0.01	02/10/2004		J⁽¹⁾		58,160.5		⁽²⁾	⁽³⁾	Common Stock	58,160.5	⁽⁴⁾	58,160.5	D
Employee Stock Option (Right to Buy)	$7.75	02/10/2004		A		15,000		⁽⁵⁾	⁽⁶⁾	Common Stock	15,000	⁽⁴⁾	15,000	D

Explanation of Responses:

1. Upon consummation of the company's initial public offering, all shares of the company's Class A, Class B and Class C common stock, except for fractional shares, were converted into shares of the company's new registered common stock on a 1-to-1 basis. Fractional shares were redeemed for cash at the initial public offering price, which is equal to the price indicated in Column 4 of Table 1.

2. The options vest in four equal annual installments beginning June 15, 2000. All options are exercisable.

3. The options expire ten years after each respective vesting date.

4. Price is not applicable to stock options received as incentive compensation.

5. The options vest in five equal annual installments beginning February 10, 2005.

6. The options expire ten years after the date of grant.

	/s/ Peter A. Edison, Attorney-in-fact for Stanley K. Tusman	02/12/2004
	** 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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