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^*

SABIN DAVID C

(Last)

(First)

(Middle)

C/O KIDS LINE, LLC

400 SOUTH HOPE STREET, 6TH FLOOR

(Street)

LOS ANGELES

90071

(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)
	President - Kids Line/CoCaLo

3. Date of Earliest Transaction (Month/Day/Year)
12/13/2010

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)
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	12/13/2010		M		50,000	A	$4.68	75,000⁽¹⁾	D
Common Stock, $0.10 stated value per share	12/14/2010		D		11,781⁽²⁾	D	$9.16	63,219	D
Common Stock, $0.10 stated value per share	12/14/2010		D		25,547⁽³⁾	D	$9.16	37,672	D
Common Stock, $0.10 stated value per share	12/14/2010		S		12,672	D	$9.3	25,000	D
Common Stock, $0.10 stated value per share	12/14/2010		S		5,000	D	$9.3	20,000⁽⁴⁾	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	$4.68	12/13/2010		M			50,000⁽⁵⁾	12/11/2010	12/11/2019	Common Stock	50,000	$0	100,000⁽⁶⁾	D

Explanation of Responses:

1. Includes 25,000 restricted stock units granted on December 11, 2009 pursuant to the Issuer's Equity Incentive Plan ("EIP"), which vest ratably over a 5-year period commencing 12/11/10.

2. Part of the exercised stock appreciation rights set forth in Table II were settled in cash in the amount of $107,920, representing a deemed sale of 11,781 shares at a per share price of $9.16 (in accordance with the terms of the EIP and the relevant award agreement).

3. The remainder of the exercised stock appreciation rights set forth in Table II were settled in stock, representing a deemed sale to the Issuer of the number of shares shown at a per share price of $9.16 (in accordance with the terms of the EIP and the relevant award agreement).

4. Represents restricted stock units granted on 12/1//09 pursuant to the EIP, which vest ratably over a 5-year period commencing 12/11/10 (5,000 of which were settled in stock on 12/11/10 in accordance with the terms of the EIP and the relevant award agreement.

5. Represents the exercise of 50,000 vested stock appreciation rights granted under the EIP, partially for cash and partially for stock, as explained in footnotes 2 and 3 above.

6. Represents 100,000 stock appreciation rights granted on December 11, 2009 pursuant to the EIP, which vest ratably over a 3-year period commencing 12/1//10.

	/s/ David C. Sabin	12/15/2010
	** 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).
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