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*
Click Betty J.
(Last) (First) (Middle)
3231 SOUTH EAST 6TH AVENUE
(Street)
TOPEKA KS 66601
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
COLLECTIVE BRANDS, INC. [ PSS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Senior Vice President
3. Date of Earliest Transaction (Month/Day/Year)
12/14/2010
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 Stock 12/14/2010 M 867 A $14.405 14,457(1) D
Common Stock 12/14/2010 M 10,500 A $16.865 24,957 D
Common Stock 12/14/2010 M 2,961 A $16.243 27,918 D
Common Stock 12/14/2010 M 939 A $16.243 28,857 D
Common Stock 12/14/2010 S 103 D $20.31 28,754 D
Common Stock 12/14/2010 S 200 D $20.32 28,554 D
Common Stock 12/14/2010 S 2,857 D $20.33 25,697 D
Common Stock 12/14/2010 S 100 D $20.335 25,597 D
Common Stock 12/14/2010 S 2,040 D $20.34 23,557 D
Common Stock 12/14/2010 S 4,400 D $20.345 19,157 D
Common Stock 12/14/2010 S 100 D $20.348 19,057 D
Common Stock 12/14/2010 S 700 D $20.35 18,357 D
Common Stock 12/14/2010 S 1,100 D $20.34 17,257 D
Common Stock 12/14/2010 S 1,861 D $20.345 15,396 D
Common Stock 853(2) I 401(k) Plan
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 $14.405 12/14/2010 M 867 (3) 05/23/2013 Common Stock 867 $0 0 D
Employee Stock Option $16.865 12/14/2010 M 10,500 (4) 05/31/2012 Common Stock 10,500 $0 0 D
Employee Stock Option $16.243 12/14/2010 M 2,961 (5) 08/14/2012 Common Stock 2,961 $0 939 D
Employee Stock Option $16.243 12/14/2010 M 939 (5) 08/14/2012 Common Stock 939 $0 0 D
Explanation of Responses:
1. Includes approximately 2,938 shares held under the Collective Brands, Inc. Stock Purchase Plan.
2. The reporting person holds approximately 832 shares indirectly under the Payless ShoeSource, Inc. 401(k) Profit Sharing Plan (the "Plan") based on a statement provided by the Plan Administrator. Because the Common Stock Fund under the Plan holds both cash and Payless Common Stock, the actual number of shares allocable to each participant's account varies from statement to statement.
3. Grant of an option to buy 2,600 shares of common stock under the 1996 Payless ShoeSource, Inc. Stock Incentive Plan which provides for tax withholding rights under Rule 16b-3. 866 shares of the option vested on May 23, 2004; 867 shares of the option vested on May 23, 2005 and 867 shares of the option vested on May 23, 2006.
4. Grant of an option to buy 10,500 shares of common stock under the 1996 Payless ShoeSource, Inc. Stock Incentive Plan which provides for tax withholding rights under Rule 16b-3. 3,500 shares of the option vested on May 31, 2005; 3,500 shares of the option vested on May 31, 2006 and 3,500 shares of the option vested on May 23, 2007.
5. Grant of an option to buy 7,800 shares of common stock under the 1996 Payless ShoeSource, Inc. Stock Incentive Plan which provides for tax withholding rights under Rule 16b-3. 1,950 shares of the option vested on August 14, 2003; 1,950 shares of the option vested on August 14, 2004; 1,950 shares of the option vested on August 14, 2005 and 1,950 shares of the option vested on August 14, 2006.
Remarks:
Harold J. Herman, II - Attorney-in-fact 12/16/2010
** 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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