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*
SHAPIRO HOWARD
(Last) (First) (Middle)
C/O PLAYBOY ENTERPRISES, INC.
680 N. LAKE SHORE DRIVE
(Street)
CHICAGO IL 60611
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PLAYBOY ENTERPRISES INC [ PLA, PLAA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, LawAdmin, GenCsl Sec
3. Date of Earliest Transaction (Month/Day/Year)
03/04/2011
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-Class A 03/04/2011 U 15(1) D $6.15 0.0000 D
Common-Class B 03/04/2011 D 11,042(2) D $6.15 80,971 D
Common-Class B 03/04/2011 U 80,971(3) D $6.15 0.0000 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
Employee Stock Option (right to buy) $10 03/04/2011 D 50,000 (4) 01/08/2013 Common-Class B 50,000 $0.0000 0.0000 D
Employee Stock Option (right to buy) $11.86 03/04/2011 D 21,000 (4) 01/21/2015 Common-Class B 21,000 $0.0000 0.0000 D
Employee Stock Option (right to buy) $14.48 03/04/2011 D 18,000 (4) 02/04/2014 Common-Class B 18,000 $0.0000 0.0000 D
Employee Stock Option (right to buy) $14.5 03/04/2011 D 21,000 (4) 02/09/2016 Common-Class B 21,000 $0.0000 0.0000 D
Employee Stock Option (right to buy) $1.25 03/04/2011 D 60,000 (5) 03/03/2019 Common-Class B 60,000 $4.9 0.0000 D
Employee Stock Option (right to buy) $5.72 03/04/2011 D 7,000 (5) 05/21/2018 Common-Class B 7,000 $0.43 0.0000 D
Employee Stock Option (right to buy) $10.61 03/04/2011 D 7,000 (4) 05/23/2017 Common-Class B 7,000 $0.0000 0.0000 D
Explanation of Responses:
1. Represents shares of Class A common stock that were tendered to Icon Merger Sub, Inc., a Delaware corporation ("Sub"), pursuant to Sub's offer to purchase for cash all of the outstanding shares of Class A common stock and Class B common stock of Playboy Enterprises, Inc., at a purchase price of $6.15 per share, upon the terms and subject to the conditions set forth in the Offer to Purchase, filed with the Securities and Exchange Commission on January 24, 2011, and in the related Letter of Transmittal (the "Offer"). Such shares were purchased by Sub pursuant to the Offer on March 4, 2011.
2. Represents restricted stock units that vested and were cancelled at the effective time of the merger in exchange for a cash payment representing the number of units multiplied by the per share purchase price of $6.15, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 9, 2011, by and among Playboy Enterprises, Inc., a Delaware corporation, Icon Acquisition Holdings, L.P., a Delaware limited partnership, and Sub.
3. Represents shares of Class B common stock that were tendered to Sub, pursuant to the Offer. Such shares were purchased by Sub pursuant to the Offer on March 4, 2011.
4. This option was cancelled at the effective time of the merger and automatically ceased to exist without cash payment because the per share exercise price of such option was greater than $6.15, pursuant to the Merger Agreement.
5. This option was cancelled at the effective time of the merger and automatically ceased to exist in exchange for a cash payment equal to (i) the excess of $6.15 over the per share exercise price of such option, multiplied by (ii) the number of shares covered by such option, pursuant to the Merger Agreement.
/s/ Howard Shapiro 03/08/2011
** 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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