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 FL 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) 08/21/2014
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $.01 par value	08/21/2014		D(1)		28,500	D	$0	1,039,929(2)	D
Common Stock, $.01 par value	08/21/2014		F(3)		8,710	D	$17.26	1,031,219(2)	D
Common Stock, $.01 par value	08/21/2014		A(4)		74,300	A	$0	1,105,519(5)	D
Common Stock, $.01 par value	08/21/2014		A(6)		57,800	A	$0	1,163,319(7)	D
Common Stock, $.01 par value								172,479	I	Thru 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$17.26	08/21/2014		A		91,800		(9)	08/21/2024	Common Stock, $.01 par value	91,800	$0	91,800	D

Explanation of Responses:

1. Forfeiture of performance-based restricted stock units granted on August 12, 2013 as a result of the Issuer not achieving specified earnings per diluted share and net sales targets for the fiscal year ended June 30, 2014.

2. Includes 32,566 service-based restricted stock units and 2,037 performance-based restricted stock units.

3. Represents shares withheld by the Issuer in satisfaction of tax withholding obligations arising from the vesting of (i) service-based restricted stock units granted on August 15, 2011, August 13, 2012, and August 12, 2013, and (ii) performance-based restricted stock units granted on August 12, 2012. The price reflected is the closing market price of the Issuer's Common Stock on the vesting date, August 21, 2014.

4. 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, 2015, 2016 and 2017 (each a "Vesting Date"), but only if the Reporting Person is still employed with the Issuer on the applicable vesting date.

5. Includes 106,866 service-based restricted stock units and 2,037 performance-based restricted stock units.

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 financial targets for the fiscal year ending June 30, 2015, 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 106,866 service-based restricted stock units and 59,837 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.

	Beatriz L. Koltis, Attorney-in-Fact	08/25/2014
	** 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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