X0303 4/A 2011-03-29 2011-03-31 0000006885 STAGE STORES INC SSI 0001251605 RECORD EDWARD J 10201 MAIN STREET HOUSTON TX 77025 0 1 0 0 COO Common Stock 2011-03-29 4 A 0 17145 0 A 77130 D Common Stock 2011-03-29 4 F 0 4535 18.72 D 72595 D Common Stock 2011-03-29 4 A 0 11700 0 A 84295 D Stock Appreciation Rights (SARs) 18.84 2011-03-29 4 A 0 22250 0 A 2012-03-29 2018-03-29 Common Stock 22250 312250 D Represents Performance Shares granted March 28, 2008 and awarded as common stock on March 29, 2011 as a result of the completion of the three year Performance Cycle that began on the first day of the 2008 fiscal year (February 3, 2008) and ended on the last day of the 2010 fiscal year (January 29, 2011). Due to miscommunication, the shares of restricted common stock and the stock appreciation rights granted the reporting person were incorrectly reported. The purpose of this Amended Form 4 is to correctly report the reduced amounts of those grants. The performance shares granted the reporting person were correctly reported. On March 29, 2011, the reporting person was granted 11,700 shares of restricted common stock. The shares will vest 25% per year on the first four anniversary dates from the date of grant. On March 29, 2011, the reporting person was granted Stock Appreciation Rights (SARs) with respect to a total of 22,250 shares of common stock. The grant price for the SARs is $18.84 per share of common stock, which was the closing price of the Issuer's common stock on that date. The SARs will vest 25% per year on the first four anniversary dates from the date of grant. They will expire on the earlier of (i) sixty days after termination of employment (one year if termination is due to death, disability or retirement), or (ii) seven years from the date of grant. /s/ R.E. Stasyszen, Attorney in Fact for Edward J. Record 2011-04-11