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*
Shade Cory

(Last) (First) (Middle)
3000 N.W. 107TH AVENUE

(Street)
MIAMI FL 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)
SVP, GC and Asst. Secretary
3. Date of Earliest Transaction (Month/Day/Year)
06/29/2012
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)
Code V Amount (A) or (D) Price
Common Stock 06/29/2012 M 4,400 A $4.63 14,140 (1) D
Common Stock 06/29/2012 S 4,400 D $20.78 9,740 (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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options $4.63 06/29/2012 M 4,400 03/18/2010 03/17/2019 Common Stock 4,400 $0 4,000 D
Stock Appreciation Right $18.19 03/19/2013 (2) 03/18/2019 Common Stock 4,363 4,363 D
Stock Appreciation Right $28.38 04/11/2012 (3) 04/10/2018 Common Stock 2,817 2,817 D
Stock Appreciation Right $24.93 04/19/2011 (4) 04/18/2017 Common Stock 3,438 3,438 D
Explanation of Responses:
1. Includes (i) 2,050 shares of restricted stock granted in October 2008 and 1,805 shares of restricted stock granted in April 2010; (ii) 1,586 shares of restricted stock granted in April 2011; and (iii) 2,474 shares of restricted stock granted in March 2012, which in all cases vest up to 100% on the date the Company files its Annual Report on Form 10-K for fiscal 2013, fiscal 2014 and fiscal 2015, respectively; provided that Ms. Shade is still an employee of the Company on such dates, and the Company has met certain performance criteria. With respect to the grants made in April 2010, April 2011 and March 2012, Ms. Shade may be entitled to up to an additional 10% of the restricted stock in the event the Company exceeds the performance goals.
2. The shares subject to the stock appreciation right shall vest and become exercisable as follows: 1,454 shares on March 19, 2013; 1,454 shares on March 19, 2014; and 1,455 shares on March 19, 2015.
3. Of the shares subject to the stock appreciation right, 939 shares are fully vested. The remainder of the shares shall vest and become exercisable in two equal installments of 939 shares on April 11, 2013 and April 11, 2014.
4. Of the shares subject to the stock appreciation right, 2,292 shares are fully vested. The remaining 1,146 shares shall vest and become exercisable on April 19, 2013.
/s/ Cory Shade 07/03/2012
** 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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