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^*

VARELA AMELIA

(Last)

(First)

(Middle)

C/O STEVEN MADDEN LTD

52-16 BARNET AVENUE

(Street)

LONG ISLAND CITY

11104

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
STEVEN MADDEN, LTD. [ SHOO ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP of Wholesale

3. Date of Earliest Transaction (Month/Day/Year)
05/31/2011

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, par value $0.0001 per share	05/31/2011		M		15,000	A	$12.88	15,000	D
Common Stock, par value $0.0001 per share	05/31/2011		S		15,000	D	$55.29	0	D
Common Stock, par value $0.0001 per share	05/31/2011		M		56,250	A	$12.52	56,250	D
Common Stock, par value $0.0001 per share	05/31/2011		S		56,250	D	$55.29	0	D
Common Stock, par value $0.0001 per share	05/31/2011		M		7,499	A	$32.53	7,499	D
Common Stock, par value $0.0001 per share	05/31/2011		S		7,499	D	$55.29	0	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 Option (Right to Buy)	$12.88	05/31/2011		M			15,000	04/29/2011	04/29/2015	Common Stock	15,000	$0	30,001	D
Stock Option (Right to Buy)	$12.52⁽¹⁾	05/31/2011		M			56,250⁽¹⁾	04/01/2011⁽¹⁾	04/29/2016	Common Stock	56,250	$0	56,250	D
Stock Option (Right to Buy)	$32.53⁽²⁾	05/31/2011		M			7,499⁽²⁾	04/01/2011	04/29/2017	Common Stock	7,499	$0	30,001	D

Explanation of Responses:

1. The actual vesting schedule for this entire option grant was four annual installments commencing on the first anniversary of the grant date. A Form 4 filed on April 2, 2009 to report an aggregate option grant of 75,000 shares erroneously indicated that the option would vest over a 5-year period with respect to 25,000 shares and over a 4-year period with respect to 50,000 shares. This option was previously reported as covering 37,500 shares at an exercise price of $18.78 per share, but was adjusted to reflect the three-for-two stock split (effected as a stock dividend) that occurred on April 30, 2010.

2. The option was issued at an exercise price of $48.80 per share, which was the closing price of the issuer's common stock on March 31, 2010. A Form 4 filed on April 27, 2010 to report the option grant erroneously indicated the exercise price of the option as $48.96. The number of shares available upon exercise of the option and the exercise price of the option have been adjusted to reflect the three-for-two stock split (effected as a stock dividend) that occurred on April 30, 2010.

	/s/ Amelia Varela	06/02/2011
	** 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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