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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
COLLECTIVE BRANDS, INC. [ PSS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/04/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 95,242 | I | Trust and 401(k)(1) | |||||||
Common Stock | 09/04/2007 | A | 2,680(2) | A | $0 | 15,445 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Appreciation Right | $23.16 | 09/04/2007 | A | 12,800 | (3) | 09/04/2014 | Common Stock | 12,800 | $0 | 12,800 | D |
Explanation of Responses: |
1. The reporting person holds 86,852 shares indirectly in a trust account and approximately 8,390 indirectly under the Payless ShoeSource, Inc. 401(k) Plan (the "Plan") based on a statement provided by the Plan Administrator. Because the Common Stock Fund under the Plan holds both cash and Payless Common Stock, the actual number of shares allocable to each participant's accounts varies from statement to statement. |
2. The grant of 2,680 shares of restricted stock are subject to performance vesting requirments. The preformance criteria for the shares is subject to store-for-store sales ("Sales") for Spring 2008 season. If Sales meet the following vesting conditions (i) are negative, the grant will be forfeited; (ii) are greater than 0 then 50% of the award will vest ratably; (iii) are equal to 1.5% then 75% percent of the award will vest ratably, (iv) are greater than or equal to 3% then 100 percent of the award will vest ratably. Vesting will be interpolated between each threshold level. If the vesting criteria is achieved, the shares will vest on September 4, 2008, 2009 and 2010. |
3. The stock appreciation right granted under the Collective Brands, Inc. 2006 Stock Incentive Plan which provides for tax withholding rights in a transaction exempt under Rule 16b-3. The stock appreciation right will vest ratably over three years on September 4, 2008, September, 4, 2009 and September 4, 2010. The stock appreciation right will have a seven year term and a 200 percent cap on stock appreciation. |
Remarks: |
Harold J. Herman II, Attorney-in-fact | 09/06/2007 | |
** 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. |