SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Boessen Douglas G.

(Last)

(First)

(Middle)

3231 SOUTHEAST SIXTH AVENUE

(Street)

TOPEKA

66607

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/02/2008

3. Issuer Name and Ticker or Trading Symbol
COLLECTIVE BRANDS, INC. [ PSS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Division SVP, CFO & Treasurer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,287	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option	⁽¹⁾	05/31/2012	Common Stock	7,000	$16.865	D
Employee Stock Option	05/31/2009⁽²⁾	04/07/2013	Common Stock	5,000	$22.48	D
Employee Stock Option	⁽³⁾	04/07/2013	Common Stock	2,100	$22.48	D
Stock Appreciation Right	⁽⁴⁾	04/07/2013	Common Stock	1,925	$22.48	D
Stock Appreciation Right	⁽⁴⁾	04/07/2013	Common Stock	5,500	$22.48	D
Stock Appreciation Right	05/31/2010⁽⁶⁾	03/29/2014	Common Stock	4,000	$33.115	D
Stock Appreciation Right	⁽⁵⁾	03/29/2014	Common Stock	3,925	$33.115	D
Stock Appreciation Right	⁽⁷⁾	09/04/2014	Common Stock	5,080	$23.16	D
Stock Appreciation Right	03/27/2011⁽⁶⁾	03/27/2015	Common Stock	5,000	$12.45	D
Stock Appreciation Right	09/08/2011⁽⁶⁾	09/08/2015	Common Stock	2,000	$18.63	D

Explanation of Responses:

1. Grant of an option to buy 10,500 shares of common stock under the Payless ShoeSource, Inc. 1996 Stock Incentive Plan which provides for tax withholding rights in a transaction exempt under Rule 16b3. The option vests in three equal installments over a three-year period beginning on the first anniversary of the date of grant.

2. Grant of an option to buy 5,000 shares of common stock under the Payless ShoeSource, Inc. 1996 Stock Incentive Plan which provides for tax withholding rights in a transaction exempt under Rule 16b3. The option has a three-year cliff vest.

3. Grant of an option to buy 2,100 shares of common stock under the Payless ShoeSource, Inc. 1996 Stock Incentive Plan which provides for tax withholding rights in a transaction exempt under Rule 16b3. The option vests in three equal installments over a three-year period beginning on the first anniversary of the date of grant.

4. The stock appreciation right granted under the Payless ShoeSource, Inc. 1996 Stock Incentive Plan which provides for tax withholding rights under Rule 16b-3. The option vests in three equal installments over a three-year period on May 31 of each year following the date of the grant. The stock appreciation right is required to be settled in stock.

5. The stock appreciation right granted under the Payless ShoeSource, Inc. 2006 Stock Incentive Plan which provides for tax withholding rights under Rule 16b-3. The option vests in three equal installments over a three-year period on May 31 of each year following the date of the grant. The stock appreciation right is required to be settled in stock.

6. The stock appreciation right granted under the Payless ShoeSource, Inc. 2006 Stock Incentive Plan which provides for tax withholding rights in a transaction exempt under Rule 16b-3. The option has a three-year cliff vest. The stock appreciation right is required to be settled in stock.

7. The stock appreciation right granted under the Payless hoeSource, Inc. 2006 Stock Incentive Plan which provides for tax withholding rights in a transaction exempt under Rule 16b-3. The option vests in three equal installments over a three-year period on September 4th of each year following the date of the grant. The stock appreciation right is required to be settled in stock.

Remarks:

	Douglas G. Boessen	12/02/2008
	** 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 5 (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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