SEC FORM 4

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^*

Zimmerman Michael

(Last)

(First)

(Middle)

C/O PRENTICE CAPITAL MANAGEMENT, L.P.

623 FIFTH AVENUE, 32ND FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KID BRANDS, INC [ KID ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2012

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.10 stated value	08/14/2012		A		5,000⁽¹⁾	A	$0	10,000⁽²⁾	D
Common Stock, $0.10 stated value								4,399,733	I⁽³⁾	see footnote⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
STOCK APPRECIATION RIGHT	$1.41	08/14/2012		A		14,250		⁽⁴⁾	08/14/2022	COMMON STOCK	14,250	$0	43,500⁽⁵⁾	D

Explanation of Responses:

1. Represents restricted stock units ("RSUs") granted on August 14, 2012 pursuant to the Issuer's Equity Incentive Plan (the "EIP"), which vest ratably over a five-year period commencing August 14, 2013.

2. Includes 4,000 unvested RSUs (out of an original grant of 5,000 RSUs on July 19, 2011 pursuant to the EIP, which vest ratably over a five-year period commencing July 19, 2012).

3. Prentice Capital Management, LP (the "Investment Manager") serves as investment manager to Prentice Consumer Partners, L.P. and certain managed accounts (the "Investment Entities"). Mr. Zimmerman is responsible for the supervision and conduct of all investment activities of the Investment Manager, including, without limitation, for all investment decisions with respect to the assets of the Investment Entities. Neither the Investment Manager nor Mr. Zimmerman directly own these shares. Each of the Investment Manager and Mr. Zimmerman disclaims any beneficial ownership of these shares to the extent such beneficial ownership exceeds such person's pecuniary interest.

4. Represents Stock Appreciation Rights ("SARs") granted on August 14, 2012 pursuant to the EIP, which vest ratably over a five-year period commencing August 14, 2013.

5. Includes: (i) 14,250 SARs granted on July 19, 2011 pursuant to the EIP at an exercise price of $5.17 per share, which vest ratably over a five-year period commencing July 19, 2012, and expire on July 19, 2021; and (ii) 15,000 SARs granted on July 15, 2010 pursuant to the EIP at an exercise price of $8.17 per share, which vest ratably over a five-year period commencing July 15, 2011 and expire on July 15, 2020.

	/s/ Michael Zimmerman	08/15/2012
	** 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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