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*
TREFF DOUGLAS J
(Last) (First) (Middle)
3231 S.E. SIXTH AVENUE
(Street)
TOPEKA KS 66607
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
COLLECTIVE BRANDS, INC. [ PSS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP - Chief Admin. Officer
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)
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 09/04/2007 A 24,000(1) A $0 24,000 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Appreciation Right $23.16 09/04/2007 A 37,500 (2) 09/04/2014 Common Stock 37,500 $0 37,500 D
Stock Appreciation Right $23.16 09/04/2007 A 37,500 (3) 09/04/2014 Common Stock 37,500 $0 37,500 D
Stock Appreciation Right $23.16 09/04/2007 A 28,500 (4) 09/14/2014 Common Stock 28,500 $0 28,500 D
Explanation of Responses:
1. The grant of 10,000 shares of restricted stock will vest on 9/4/2010; The grant of 14,000 shares of restricted stock are subject to performance vesting requirements. The performance period for 8,000 shares (the "2007 Award") is store-for-store sales ("Sales") for fiscal 2007 and 6,000 shares (the "2008 Award") are subject to Spring 2008 Sales. 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 for the 2007 award the shares will vest on May 31, 2008, 2009, 2010 and if the vesting criteria for the 2008 Award is met, the award will vest on September 4, 2008, 2009 and 2010.
2. 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 on 9/4/2010. The stock appreciation right will have a seven year term and a 200 percent cap on stock appreciation. The stock appreciation right will have a seven year term and a 200 percent cap on stock appreciation.
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 over three years on May 31, 2008, May 31, 2009 and May 31, 2010. The stock appreciation right will have a seven year term and a 200 percent cap on stock appreciation.
4. 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 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).
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