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^*

GOLDFARB MARC S

(Last)

(First)

(Middle)

C/O KID BRANDS, INC.

ONE MEADOWLANDS PLAZA, 8TH FLOOR

(Street)

EAST RUTHERFORD

07073

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP AND GENERAL COUNSEL

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2012

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 per share	03/09/2012		A		8,750⁽¹⁾	A	$0	53,223⁽²⁾	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 APPRECIATION RIGHT	$3.02	03/09/2012		A		26,250		⁽³⁾	03/09/2022	COMMON STOCK	26,250	$0	111,250⁽⁴⁾	D

Explanation of Responses:

1. Represents restricted stock units granted on March 9, 2012 pursuant to the Issuer's Equity Incentive Plan (the "EIP"), which vest ratably over a five-year period commencing March 9, 2013.

2. Includes: (i) 12,000 restricted stock units granted on March 8, 2010 pursuant to the EIP, which vest ratably over a five-year period commencing March 8, 2011; (ii) 3,600 shares of restricted stock granted on December 27, 2007 pursuant to the Issuer's 2004 Stock Option, Restricted and Non-Restricted Stock Plan, which vest ratably over a 5-year period commencing December 27, 2008; and (iii) 7,899, 5,339, 7,203 and 8,432 shares of stock purchased under the Issuer's then-current Employee Stock Purchase Plan as of December 31, 2011, 2010, 2009 and 2008, respectively.

3. Represents stock appreciation rights granted on March 9, 2012 pursuant to the EIP, which vest ratably over a five-year period commencing March 9, 2013.

4. Includes: (i) 35,000 stock appreciation rights granted on March 8, 2010 pursuant to the EIP, which vest ratably over a five-year period commencing March 8, 2011 at an exercise price of $5.03 and expire March 8, 2020; and (ii) 50,000 stock appreciation rights granted on February 24, 2009 pursuant to the EIP at an exercise price of $1.53, which vest ratably over a five-year period commencing February 24, 2010 and expire February 24, 2019.

	/s/ Marc S. Goldfarb	03/13/2012
	** 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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