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^*

WEBER THORSTEN I

(Last)

(First)

(Middle)

2425 WEST LOOP SOUTH

(Street)

HOUSTON

77027

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
STAGE STORES INC [ SSI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Chief Merch. Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2020

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	03/26/2020		M⁽¹⁾		60,000	A	$0	548,465	D
Common Stock	03/26/2020		D⁽¹⁾		60,000	D	$0.44	488,465	D
Common Stock	03/27/2020		M⁽²⁾		37,500	A	$0	525,965	D
Common Stock	03/27/2020		D⁽²⁾		37,500	D	$0.4	488,465	D
Common Stock	03/28/2020		M⁽³⁾		37,500	A	$0	525,965	D
Common Stock	03/28/2020		D⁽³⁾		37,500	D	$0.4	488,465	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)
2019 Restricted Stock Unit - 3/26/2019	⁽⁴⁾	03/26/2020		M⁽¹⁾			60,000	⁽⁵⁾	⁽⁵⁾	Common Stock	60,000⁽⁶⁾	$0	180,000	D
2018 Restricted Stock Unit - 3/27/2018	⁽⁴⁾	03/27/2020		M⁽²⁾			37,500	⁽⁷⁾	⁽⁷⁾	Common Stock	37,500⁽⁸⁾	$0	75,000	D
2017 Restricted Stock Unit - 3/28/2017	⁽⁴⁾	03/28/2020		M⁽³⁾			37,500	⁽⁹⁾	⁽⁹⁾	Common Stock	37,500⁽¹⁰⁾	$0	37,500	D

Explanation of Responses:

1. Represents the vesting and cash settlement of restricted stock units ("RSU") in accordance with the terms of the award agreement granted on March 26, 2019.

2. Represents the vesting and cash settlement of RSUs in accordance with the terms of the award agreement granted on March 27, 2018.

3. Represents the vesting and cash settlement of RSUs in accordance with the terms of the award agreement granted on March 28, 2017.

4. Each RSU represents the right to receive, at settlement, cash equal to the fair market value of one share of the Issuer's common stock on the vesting date. Upon vesting, each cash settlement shall not exceed five times the per share fair market value of the Issuer's common stock on the grant date multiplied by the number of RSUs vesting.

5. The RSUs vest 25% per year on the first four anniversary dates from the grant date of March 26, 2019.

6. Represents the portion of the cash-settled RSUs granted on March 26, 2019 that vested on March 26, 2020.

7. The RSUs vest 25% per year on the first four anniversary dates from the grant date of March 27, 2018.

8. Represents the portion of the cash-settled RSUs granted on March 27, 2018 that vested on March 27, 2020.

9. The RSUs vest 25% per year on the first four anniversary dates from the grant date of March 28, 2017.

10. Represents the portion of the cash-settled RSUs granted on March 28, 2017 that vested on March 28, 2020.

Remarks:

	/s/ Gina R. Lampman, Attorney in Fact for Thorsten I. Weber	03/30/2020
	** 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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