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^*

Paez Luis S

(Last)

(First)

(Middle)

3000 NW 107TH AVENUE

(Street)

MIAMI

33172

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PERRY ELLIS INTERNATIONAL INC [ PERY ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Information Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2014

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	04/30/2014		F		595⁽¹⁾	D	$15.1	25,045⁽²⁾	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)
Stock Appreciation Right	$18.19							03/19/2013⁽³⁾	03/18/2019	Common Stock	7,369		7,369	D
Stock Appreciation Right	$28.38							04/11/2012	04/10/2018	Common Stock	4,785		4,785	D
Stock Appreciation Right	$24.93							04/19/2011	04/18/2017	Common Stock	5,807		5,807	D
Stock Options	$4.63							03/18/2010	03/17/2019	Common Stock	23,188		23,188	D

Explanation of Responses:

1. Represents shares withheld to pay taxes resulting from vesting of restricted shares.

2. Includes (i) 7,974 shares of restricted stock granted under the Perry Ellis International, Inc. Second Amended and Restated 2005 Long-Term Incentive Compensation Plan, as may be amended and restated from time to time (the "Plan"), which vest in three equal annual installments commencing on April 28, 2015; (ii) 4,496 shares of restricted stock granted under the Plan, which vest in two equal annual installments commencing on April 30, 2015; and (iii)(A) 4,178 shares of restricted stock granted under the Plan in March 2012, and (B) 6,744 shares of restricted stock granted under the Plan in April 2013, which each vest up to 100% provided that certain performance goals have been achieved and the Reporting Person is still an employee of the Company as of the last day of fiscal 2015 and fiscal 2016, respectively. With respect to the grants set forth in (iii)(A) and (B), the Reporting Person may be entitled to additional restricted stock in the event the Company exceeds the performance goals.

3. Of the shares subject to the stock appreciation right, 4,912 shares are fully vested. The remaining 2,457 shares shall vest and become exercisable on March 19, 2015.

Remarks:

The total shares owned by the Reporting Person no longer includes 60 shares owned by the Reporting Person's daughter.

	/s/ Cory Shade by Power of Attorney	05/02/2014
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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