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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Harriman Stephen

(Last)

(First)

(Middle)

3000 N.W. 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)
	President, Sportswear Division

3. Date of Earliest Transaction (Month/Day/Year)
09/25/2015

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	09/25/2015		M		15,000	A	$4.63	48,515⁽¹⁾	D
Common Stock	09/25/2015		S		15,000	D	$22.6364	33,515⁽¹⁾	D
Common Stock	09/25/2015		M		12,120⁽²⁾	A	$18.19	45,635⁽¹⁾	D
Common Stock	09/25/2015		F		10,412⁽³⁾	D	$22.57	35,223⁽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 Options	$4.63	09/25/2015		M			15,000	03/18/2010	03/17/2019	Common Stock	15,000	$0.00	0	D
Stock Appreciation Right	$18.19	09/25/2015		M			12,120	03/19/2013	03/18/2019	Common Stock	12,120	$0.00	0	D
Stock Appreciation Right	$28.38							04/11/2012	04/10/2018	Common Stock	7,824		7,824	D
Stock Appreciation Right	$24.93							04/19/2011	04/18/2017	Common Stock	9,551		9,551	D

Explanation of Responses:

1. Includes (i) 4,674 shares of restricted stock granted under the Plan, which vest in three equal annual installments commencing on April 22, 2016; (ii) 7,852 shares of restricted stock granted under the Plan, which vest in two equal annual installments commencing on April 28, 2016; (iii) 3,320 shares of restricted stock granted under the Plan, which vest on April 30, 2016; and (iv) 9,960 shares of performance stock granted under the Plan in April 2013, which 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 2016. With respect to the grant set forth in (iv), the Reporting Person may be entitled to additional performance stock in the event the Company exceeds the performance goals.

2. Represents the acquisition of shares underlying a Stock Appreciation Right.

3. Represents (i) the disposition of 9,768 shares underlying a Stock Appreciation Right as payment of the exercise price and (ii) the withholding of 644 shares to pay taxes resulting from exercise of a Stock Appreciation Right.

Remarks:

	/s/ Cory Shade by Power of Attorney	09/29/2015
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.