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^*

McDermott Carrie S.

(Last)

(First)

(Middle)

810 DSW DRIVE

(Street)

COLUMBUS

43219

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/10/2011

3. Issuer Name and Ticker or Trading Symbol
DSW Inc. [ DSW ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Stores and Operations

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)
Class A Common Shares	1,292	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)
Restricted Stock Unit	03/23/2014	03/24/2014	Class A Common Shares	2,600	⁽¹⁾	D
Restricted Stock Unit	04/01/2013	04/02/2013	Class A Common Shares	4,000	⁽¹⁾	D
Restricted Stock Unit	09/10/2013	09/11/2013	Class A Common Shares	1,875	⁽¹⁾	D
Restricted Stock Unit	11/28/2011	11/29/2011	Class A Common Shares	6,100	⁽¹⁾	D
Stock Option - Right to Buy	⁽²⁾	04/01/2019	Class A Common Shares	18,000	$10	D
Stock Option - Right to Buy	⁽²⁾	04/03/2018	Class A Common Shares	9,900	$12.92	D
Stock Option - Right to Buy	⁽²⁾	09/10/2019	Class A Common Shares	8,750	$14.25	D
Stock Option - Right to Buy	⁽²⁾	03/23/2020	Class A Common Shares	16,000	$26.52	D
Stock Option - Right to Buy	⁽²⁾	03/01/2017	Class A Common Shares	10,000	$39.93	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of DSW common stock.

2. Option vests 20% per year beginning on the first anniversary of the date of grant.

Remarks:

EXHIBIT INDEX Exhibit 24 - Power of Attorney

	William L. Jordan, Attorney-in-Fact	03/21/2011
	** 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 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).
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.