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^*

BRITT ANITA D

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/09/2013

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	04/09/2013		S		2,606	D	$17.6	15,274⁽¹⁾⁽²⁾	D
Common Stock	04/10/2013		S		2,394	D	$17.6	12,880⁽¹⁾⁽²⁾	D
Common Stock	04/10/2013		S		1,000	D	$17.81	11,880⁽¹⁾	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	7,660		7,660	D
Stock Option (right to buy)	$4.53							03/17/2012	03/16/2019	Common Stock	5,000		5,000	D
Stock Appreciation Right	$28.38							04/11/2012⁽⁴⁾	04/10/2018	Common Stock	4,944		4,944	D
Stock Appreciation Right	$24.93							04/19/2011⁽⁵⁾	04/18/2017	Common Stock	6,036		6,036	D

Explanation of Responses:

1. Includes (i) 2,784 shares of restricted stock granted in April 2011; and (ii) 4,343 shares of restricted stock granted in March 2012, which in all cases vest up to 100% on the date the Company files its Annual Report on Form 10-K for fiscal 2014 and fiscal 2015, respectively; provided that Ms. Britt is still an employee of the Company on such dates, and the Company has met certain performance criteria. With respect to these grants, Ms. Britt may be entitled to up to an additional 50% of the restricted stock in the event the Company exceeds the target performance goals.

2. Also includes 1,000 shares owned jointly by the Reporting Person and her spouse.

3. Of the shares subject to the stock appreciation right, 2,553 shares are fully vested. The remainder of the shares shall vest and become exercisable as follows: 2,553 shares on March 19, 2014; and 2,554 shares on March 19, 2015.

4. Of the shares subject to the stock appreciation right, 3,296 shares are fully vested. The remaining 1,648 shares shall vest and become exercisable on April 11, 2014.

5. Of the shares subject to the stock appreciation right, 4,024 shares are fully vested. The remaining 2,012 shares shall vest and become exercisable on April 19, 2013.

	/s/ Anita D. Britt	04/11/2013
	** 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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