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^*

Dean Jill Brown

(Last)

(First)

(Middle)

ONE COLDWATER CREEK DRIVE

(Street)

SANDPOINT

83864

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COLDWATER CREEK INC [ CWTR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/14/2011

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)
CWTR Common Stock	06/14/2011		A		90,000⁽¹⁾	A	$0	125,000	D
CWTR Common Stock	06/14/2011		A		50,000⁽²⁾	A	$0	175,000	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)
CWTR Stock Options	$1.46	06/14/2011		A		100,000		⁽³⁾	06/14/2018	CWTR Common Stock	100,000	$0	100,000	D

Explanation of Responses:

1. The restricted stock units will be deliverable on June 14, 2014, with half of the restricted stock units subject to the achievement of earnings before interest expense and taxes ("EBIT") and half of the restricted stock units subject to the sales targets for the second half of fiscal 2011 and fiscal 2012. In addition, the restricted stock units are subject to continued employment with the Company and the receipt of satisfactory performance reviews. The number of shares actually awarded under these units will range from 0 to 200% of the base award amount, depending on the Company's EBIT and sales during the performance period. The restricted stock units will further be subject to the other terms and conditions of the Company's Amended and Restated Stock Option/ Stock Issuance Plan and form of Stock Unit Agreement.

2. Restricted stock units are granted pursuant to the registrant's Amended and Restated Stock Option/Stock Issuance Plan. Each restricted stock unit represents the right to receive one share of common stock of the registrant and shall vest and be deliverable on 06/14/2014, subject to continued and satisfactory service by the reporting person.

3. Stock options are granted pursuant to the registrant's Amended and Restated Stock Option/Stock Issuance Plan. Stock option vests and become exercisable in four equal installments commencing 06/14/2012, subject to continued and satisfactory service by the reporting person.

	/s/ James A. Bell, Power of Attorney	06/16/2011
	** 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.