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^*

TUNNEY GREG

(Last)

(First)

(Middle)

13405 YARMOUTH ROAD, N.W.

(Street)

PICKERINGTON

43147

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BARRY R G CORP /OH/ [ DFZ ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

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

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 Shares	09/09/2013		M		20,499	A	⁽¹⁾	98,014	D
Common Shares	09/09/2013		M		7,727	A	⁽²⁾	105,741	D
Common Shares	09/09/2013		M		7,118	A	⁽³⁾	112,859	D
Common Shares	09/09/2013		M		5,352	A	⁽⁴⁾	118,211	D
Common Shares	09/09/2013		M		2,240	A	⁽⁵⁾	120,451	D
Common Shares	09/09/2013		M		3,675	A	⁽⁶⁾	124,126	D
Common Shares	09/09/2013		M		15,499	A	$16.64	108,627	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)
Restricted Stock Units	⁽⁷⁾	09/09/2013		A		6,010		⁽⁷⁾	⁽⁷⁾	Common Shares	6,010	$0	6,010	D
Restricted Stock Units	⁽⁸⁾	09/09/2013		M			20,499	⁽⁸⁾	⁽⁸⁾	Common Shares	20,499	$0	0	D
Restricted Stock Units	⁽⁹⁾	09/09/2013		M			7,727	⁽⁹⁾	⁽⁹⁾	Common Shares	7,727	$0	15,455	D
Restricted Stock Units	⁽¹⁰⁾	09/09/2013		M			7,118	⁽¹⁰⁾	⁽¹⁰⁾	Common Shares	7,118	$0	21,352	D
Restricted Stock Units	⁽¹¹⁾	09/09/2013		M			5,352	⁽¹¹⁾	⁽¹¹⁾	Common Shares	5,352	$0	5,352	D
Restricted Stock Units	⁽¹²⁾	09/09/2013		M			2,240	⁽¹²⁾	⁽¹²⁾	Common Shares	2,240	$0	4,480	D
Restricted Stock Units	⁽¹³⁾	09/09/2013		A		7,351		⁽¹³⁾	⁽¹³⁾	Common Shares	7,351	$0	7,351	D

Explanation of Responses:

1. Reflects the settlement of restricted stock units granted on September 11, 2008. Twenty percent of these restricted stock units vested early because R.G. Barry Corporation (the "Company") satisfied certain specified performance goals related to the grant. The restricted stock units were settled in common shares of the Company on a 1-for-1 basis.

2. Reflects the settlement of restricted stock units granted on September 9, 2009. Twenty percent of these restricted stock units vested early because the Company satisfied certain specified performance goals related to the grant. The restricted stock units were settled in common shares of the Company on a 1-for-1 basis.

3. Reflects the settlement of restricted stock units granted on September 10, 2010. Twenty percent of these restricted stock units vested early because the Company satisfied certain specified performance goals related to the grant. The restricted stock units were settled in common shares of the Company on a 1-for-1 basis.

4. Reflects the settlement of restricted stock units granted on September 26, 2011. The restricted stock units vested because the Company satisfied certain specified performance goals related to the grant, and the settlement of the vested restricted stock units takes place in three equal installments upon the vesting date and each of the two anniversaries following the vesting date. The restricted stock units were settled in common shares of the Company on a 1-for-1 basis.

5. Reflects the settlement of restricted stock units granted on September 13, 2012. The restricted stock units vest in equal annual installments over a three-year period. The restricted stock units were settled in common shares of the Company on a 1-for-1 basis.

6. Reflects the settlement of restricted stock units granted on September 13, 2012. The restricted stock units vested because the Company satisfied certain specified performance goals related to the grant, and the settlement of the vested restricted stock units takes place in three equal installments upon the vesting date and each of the two anniversaries following the vesting date. The restricted stock units were settled in common shares of the Company on a 1-for-1 basis.

7. Award of restricted stock units, the vesting of which will occur over a three-year period in equal annual installments. Each restricted stock unit represents a contingent right to receive one common share.

8. Each restricted stock unit represents a contingent right to receive one common share. Twenty percent of these restricted stock units may vest annually if the Company meets certain performance goals. Subject to earlier vesting upon the satisfaction of performance goals, the restricted stock units vest in full on September 11, 2013.

9. Each restricted stock unit represents a contingent right to receive one common share. Twenty percent of these restricted stock units may vest annually if the Company meets certain performance goals. Subject to earlier vesting upon the satisfaction of performance goals, the restricted stock units vest in full on September 9, 2014.

10. Each restricted stock unit represents a contingent right to receive one common share. Twenty percent of these restricted stock units may vest annually if the Company meets certain performance goals. Subject to earlier vesting upon the satisfaction of performance goals, the restricted stock units vest in full on September 10, 2015.

11. Reflects the vesting of restricted stock units granted on September 26, 2011. Each restricted stock unit represents a contingent right to receive one common share. The restricted stock units vested because the Company satisfied certain specified performance goals related to the grant; however, the settlement of the vested restricted stock units takes place in three equal installments upon the vesting date and each of the two anniversaries following the vesting date.

12. Reflects the vesting of restricted stock units granted on September 13, 2012. Each restricted stock unit represents a contingent right to receive one common share. The restricted stock units vest in equal annual installments over a three-year period.

13. Reflects the vesting of restricted stock units granted on September 13, 2012. Each restricted stock unit represents a contingent right to receive one common share. The restricted stock units vested because the Company satisfied certain specified performance goals related to the grant; however, the settlement of the vested restricted stock units takes place in three equal installments upon the vesting date and each of the two anniversaries following the vesting date.

	/s/ Summer D. Cogar, Attorney in Fact for Greg A. Tunney	09/11/2013
	** Signature of Reporting Person	Date
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