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^*

O'Donnell Andrea

(Last)

(First)

(Middle)

250 COROMAR DR

(Street)

GOLETA

93117

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DECKERS OUTDOOR CORP [ DECK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, Fashion Lifestyle

3. Date of Earliest Transaction (Month/Day/Year)
06/13/2017

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 (Time-Based RSUs)⁽¹⁾	06/13/2017		A		1,804	A	$0	19,544	D
Common Stock (Performance-Based RSUS)⁽²⁾	06/13/2017		A		1,804	A	$0	21,348	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)
Performance Stock Option (Right to Buy)⁽³⁾	$69.29	06/13/2017		A		14,982		⁽³⁾	⁽⁴⁾	Common Stock	14,982⁽³⁾	$0	14,982	D

Explanation of Responses:

1. The Time-Based RSUs were granted pursuant to the Issuer's 2015 Stock Incentive Plan. The Time-Based RSUs vest as to 33.33% of the underlying shares on 8/15/2018, 33.33% on 8/15/2019 and 33.34% on 8/15/2020, subject to the satisfaction of continuous service requirements. At the time that continuous service requirements cease to be met, no further vesting will occur and the remaining Time-Based RSUs will not be earned. The Time-Based RSUs will be settled in the Issuer's common stock upon satisfaction of the vesting conditions.

2. The Performance-Based RSUs were granted pursuant to the Issuer's 2015 Stock Incentive Plan. The Performance-Based RSUs may vest subject to the Issuer's achievement of a pre-established "Earnings Per Share" target for the fiscal year ending March 31, 2018. If the performance target is met, the Performance-Based RSUs will then vest as to 33.33% of the underlying shares on 8/15/2018, 33.33% on 8/15/2019 and 33.34% on 8/15/2020. If the performance target is not met, no vesting will occur and the Performance-Based RSUs will be cancelled. The Performance-Based RSUs will be settled in the Issuer's common stock upon satisfaction of the vesting conditions.

3. The Performance Stock Options were granted as non-qualified stock options pursuant to the Issuer's 2015 Stock Incentive Plan. The Performance Stock Options vest subject to the Issuer's achievement of a pre-established "Pre-Tax Income" target for the fiscal year ending March 31, 2020. If the performance target is not met, no vesting will occur and the Performance Stock Options will be cancelled. The Performance Stock Options will be exercisable for the Issuer's common stock upon satisfaction of the vesting conditions.

4. The Performance Stock Options will expire on June 13, 2024, subject to earlier expiration as described in the Performance Stock Option Agreement.

	/s/ Lisa Bereda for Andrea O'Donnell as Attorney in Fact	06/15/2017
	** 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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