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^*

Harriman Stephen

(Last)

(First)

(Middle)

3000 NW 107TH AVENUE

(Street)

MIAMI

33172

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PERRY ELLIS INTERNATIONAL INC [ PERY ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, Bottoms Division

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2013

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	04/30/2013		A		19,920	A	$0.00	36,677⁽¹⁾	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)
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 Options	$4.63							03/18/2010	03/17/2019	Common Stock	18,159		18,159	D
Stock Appreciation Right	$18.19							03/19/2013⁽²⁾	03/18/2019	Common Stock	12,120		12,120	D
Stock Appreciation Right	$28.38							04/11/2012⁽³⁾	04/10/2018	Common Stock	7,824		7,824	D
Stock Appreciation Right	$24.93							04/19/2011	04/18/2017	Common Stock	9,551		9,551	D

Explanation of Responses:

1. Includes (i) 9,960 shares of restricted stock, which vest in three equal annual installments commencing on April 30, 2014; and (ii) (A) 4,405 shares of restricted stock granted in April 2011, (B) 6,872 shares of restricted stock granted in March 2012, and (C) 9,960 shares of restricted stock granted in April 2013, which in all cases vest up to 100%; provided, that, certain performance criteria has been achieved as of the last day of fiscal 2014, fiscal 2015 and fiscal 2016, respectively, and that the Reporting Person is still an employee of the Company on such dates. With respect to the grants set for in (ii)(A) through (C), the Reporting Person may be entitled to additional restricted stock in the event the Company exceeds the performance goals.

2. Of the shares subject to the stock appreciation right, 4,040 shares are fully vested. The remainder of the shares shall vest and become exercisable in two equal installments of 4,040 shares on March 19, 2014 and March 19, 2015.

3. Of the shares subject to the stock appreciation right, 5,216 shares are fully vested. The remaining 2,608 shares shall vest and become exercisable on April 11, 2014.

	/s/ Cory Shade by Power of Attorney	05/02/2013
	** 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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