3/A 1 edgar.htm 3/A Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

OMB APPROVAL

 

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person*

Massey, Michael J.

2. Date of Event
Requiring Statement
Month/Day/Year
4/10/03

4. Issuer Name and Ticker or Trading Symbol
PSS

(Last)      (First)     (Middle)

Payless ShoeSource, Inc.
3231 SE Sixth Avenue

3. I.R.S. Identification
Number of Reporting
Person, if an entity
(voluntary)

 

5. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
    Director                          10% Owner
X Officer                            Other
(give title below)              (specify below)

Senior Vice President, General Counsel and Secretary

6. If Amendment,
Date of Original
(Month/Day/Year)
3/27/03

(Street)

Topeka, KS 66607

7. Individual or Joint/Group Filing
(Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Beneficially Owned

1. Title of Security
(Instr. 4)

2. Amount of
Securities
Beneficially
Owned
(Instr. 4)

3. Ownership Form:
Direct (D)
or Indirect (I)
(Instr. 5)

4. Nature of Indirect
Beneficial Ownership
(Instr. 5)

Common Stock

2,273(1)

D

 

Common Stock

2,199(2)

I

401(k) Plan

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 5(b)(v).

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FORM 3 (continued)

Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 4)

2. Date Exercisable
and Expiration Date
(Month/Day/ Year)

3. Title and Amount of Securities
Underlying Derivative Security
(Instr. 4)

4. Conversion or
Exercise Price of
Derivative Security

5. Ownership Form
of Derivative
Security:
Direct (D)
or Indirect (I)
(Instr. 5)

6. Nature of Indirect Beneficial Ownership
(Instr. 5)

Date
Exercisable

Expiration
Date

Title          

Amount or
Number of
Shares

Employee Stock Option

1/28/98

5/14/07

Common Stock

5,550(3)

15.1667

D

 

Employee Stock Option

11/11/99

11/11/08

Common Stock

7,899(4)

16.0833

D

 

Employee Stock Option

3/10/01

3/10/10

Common Stock

20,400(5)

16.0208

D

 

Explanation of Responses:

(1) Includes approximately 458 shares held under the Payless ShoeSource, Inc. Stock Ownership Plan.
(2) Includes approximately 2,199 shares held under the Payless ShoeSource, Inc. 401(k) Profit Sharing Plan (the "401(k) Plan") based on a statement provided by the Plan Administrator. Because the Payless Common Stock Fund under the 401(k) Plan holds both cash and Payless Common Stock, the actual number of shares allocable to each participant's account varies from statement to statement.
(3) Remaining grant of option on 11,100 shares of common stock under the Payless ShoeSource, Inc. 1996 Stock Incentive Plan (the "Plan"), which plan provides for tax withholding rights, in a transaction exempt under Rule 16b-3. One half of the option vested on 1/28/98, the remaining half of the option vests on May 14, 2003, subject to accelerated vesting if the market price of the Company's Common Stock reaches specified levels.
(4) Grant of option on 7,899 shares of common stock under the Plan, which plan provides for tax withholding rights, in a transactin exempt under Rule 16b-3. The option vests 100 % on May 14, 2003.
(5) Remaining grant of option on 23,400 shares of common stock under the Plan which provides for tax withholding rights, in a transaction exempt under Rule 16b-3. The options vests in four equal annual installments beginning 3/10/01.
(6) All share amounts and option exercise prices have been adjusted for a three-for-one split of the Company's common stock to shareholders of record as of March 13, 2003.

  By: /s/ Michael J. Massey
             Michael J. Massey
**Signature of Reporting Person
4/10/03
Date

**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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          If space is insufficient, See Instruction 6 for procedure.

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