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)
EVP, GC and Secretary
3. Date of Earliest Transaction (Month/Day/Year)
12/06/2016
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 12/06/2016 F 3,447(1) D $25.59 21,842(2) D
Common Stock 12/06/2016 S 916 D $26.87 20,926(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Appreciation Right $28.38 04/11/2012 04/10/2018 Common Stock 2,817 2,817 D
Stock Appreciation Right $24.93 04/19/2011 04/18/2017 Common Stock 3,438 3,438 D
Explanation of Responses:
1. Represents (i) the disposition of 3,101 shares underlying a Stock Appreciation Right as payment of the exercise price and (ii) the withholding of 346 shares to pay taxes resulting from exercise of a Stock Appreciation Right.
2. Includes (i) 3,303 restricted shares granted under the 2015 Long-Term Incentive Compensation Plan (the "Plan"), successor to the Second Amended and Restated 2005 Long-Term Incentive Compensation Plan (the "2005 Plan"), which vest over three years beginning April 20, 2017; (ii) 6,603 performance shares granted under the Plan, which vest up to 100% if certain performance goals are met and the Reporting Person is employed by the Company on the last day of fiscal 2019 (and the Reporting Person may be entitled to additional performance shares if the Company exceeds the performance goals); (iii) 1,664 restricted shares granted under the 2005 Plan, which vest over two years beginning April 22, 2017; and (iv) 1,767 restricted shares granted under the 2005 Plan, which vest on April 28, 2017.
Remarks:
/s/ Cory Shade 12/07/2016
** 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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