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^*

COLE KENNETH D

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COLE KENNETH PRODUCTIONS INC [ KCP ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
04/26/2012

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								353,653	D
Class A Common Stock	06/05/2012		J⁽¹⁾		150,000	D	$0	0	I	See Footnote⁽¹⁾

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)
Class B Convertible Common Stock	$0⁽²⁾	04/26/2012		J⁽³⁾			132,021	⁽⁴⁾	⁽⁵⁾	Class A Common Stock	132,021	$0	6,424,792⁽⁶⁾	D
Class B Convertible Common Stock	$0⁽²⁾							⁽⁴⁾	⁽⁵⁾	Class A Common Stock	187,500		187,500	I	By Limited Partnership⁽⁷⁾

Explanation of Responses:

1. On June 5, 2012, the Reporting Person resigned as Trustee of the Kenneth Cole 1994 Charitable Remainder Trust (officially known as "Kenneth Cole 1994 Charitable Remainder Trust u/a/d 12/19/94").

2. Class B Convertible Common Stock is convertible into Class A Common Stock on a one-for-one basis.

3. On April 26, 2012, 132,021 shares of Class B Convertible Common Stock were transferred from the 2010 Kenneth D. Cole Grantor Retained Annuity Trust, of which the Reporting Person was Trustee, to Robyn S. Transport as Trustee of the Family Trust u/a/d 4/26/10.

4. There is no fixed exercise date for the Class B Convertible Common Stock.

5. There is no fixed expiration date for the Class B Convertible Common Stock.

6. The number of shares of Class B Convertible Common Stock beneficially owned following the reported transaction gives effect to the Reporting Person's resignation as Trustee of the following trusts, effective as of June 5, 2012: the July 2010 Kenneth D. Cole Grantor Retained Annuity Trust (officially known as "KDC July 2010 GRAT u/a/d 7/12/10"), the 2009 Kenneth D. Cole Grantor Retained Annuity Trust (officially known as "KDC 2009 GRAT u/a/d 2/2/09") and the 2009 Kenneth D. Cole Family Grantor Retained Annuity Trust (officially known as "KDC 2009 Family GRAT u/a/d 2/2/09").

7. The Reporting Person may be deemed to beneficially own 187,500 shares of Class B Convertible Common Stock held by KMC Partners L.P., of which KMC Partners LLC is the general partner, of which the Reporting Person is the managing member.

Remarks:

Chairman, Chief Creative Officer

	/s/ Kenneth D. Cole	06/06/2012
	** 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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