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^*

BEATTIE E SCOTT

(Last)

(First)

(Middle)

C/O ELIZABETH ARDEN, INC.

2400 SW 145 AVENUE, 2ND FLOOR

(Street)

MIRAMAR

33027

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ELIZABETH ARDEN INC [ RDEN ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2013

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 Stock, $.01 par value	11/27/2012		G⁽¹⁾	V	107,112	D	$0	1,039,577	D
Common Stock, $.01 par value	12/04/2012		G⁽²⁾	V	10,000	D	$0	1,029,577	D
Common Stock, $.01 par value	01/31/2013		G⁽¹⁾	V	14,308	D	$0	1,015,269	D
Common Stock, $.01 par value	08/12/2013		F⁽³⁾		11,859	D	$35	1,003,410	D
Common Stock, $.01 par value	08/12/2013		D⁽⁴⁾		12,889	D	$0	990,521	D
Common Stock, $.01 par value	08/12/2013		A⁽⁵⁾		36,600	A	$0	1,027,121	D
Common Stock, $.01 par value	08/12/2013		A⁽⁶⁾		28,500	A	$0	1,055,621⁽⁷⁾	D
Common Stock, $.01 par value								171,420	I	Family Trust⁽⁸⁾

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 Option (Right to Buy)	$35	08/12/2013		A		38,200		⁽⁹⁾	08/12/2023	Common Stock, $.01 par value	38,200	$0	38,200	D

Explanation of Responses:

1. Transfer of Shares to Family Trust.

2. Shares gifted to donor-advised charitable fund.

3. Represents shares withheld by the Issuer in satisfaction of tax withholding obligations arising from the vesting of (i) service-based restricted stock granted on August 16, 2010 and November 2, 2010, and (ii) service-based restricted stock units granted on August 15, 2011 and August 13, 2012. The price reflected is the closing market price of the Issuer's Common Stock on the vesting date, August 12, 2013.

4. of performance-based restricted stock units granted on August 13, 2012 as a result of the Issuer not achieving specified earnings per diluted share and net sales targets for the fiscal year ended June 30, 2013. Of the original grant of performance-based restricted stock units, 6,111 units were earned and 2,037 shares vested on August 12, 2013. Two additional equal installments will vest on the dates that are two business days following the public announcement of the Issuer's financial results for the fiscal years ending June 30, 2014 and 2015.

5. This grant of service-based restricted stock units will vest in equal thirds over a three-year period on the dates that are two business days following the public announcement of the Issuer's financial results for the fiscal years ending June 30, 2014, 2015 and 2016 (each a "Vesting Date"), but only if the Reporting Person is still employed with the Issuer on the applicable vesting date.

6. The actual number of shares of common stock payable pursuant to this grant of performance-based restricted stock units shall be determined based on the Issuer's achievement of specified earnings per diluted share and net sales targets for the fiscal year ending June 30, 2014, and such shares shall be issuable in three equal annual installments on each applicable Vesting Date, but only if the Reporting Person is still employed with the Issuer on each applicable Vesting Date.

7. Includes 62,367 service-based restricted stock units and 32,574 performance-based restricted stock units.

8. Shares held in family trust of which Reporting Person's spouse is trustee, and spouse and minor children are beneficiaries.

9. This stock option shall become exercisable in thirds over a three-year period on each applicable Vesting Date, but only if the Reporting Person is still employed with the Issuer on each applicable Vesting Date.

	E. Scott Beattie	08/14/2013
	** 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.