SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Pettet Bruce T.

(Last)

(First)

(Middle)

3231 SE SIXTH AVENUE

(Street)

TOPEKA

66607

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/15/2011

3. Issuer Name and Ticker or Trading Symbol
COLLECTIVE BRANDS, INC. [ PSS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO - CLI

5. 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 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	53,185	D

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Appreciation Rights	⁽¹⁾	06/14/2014	Common Stock	5,085	$35	D
Stock Appreciation Rights	⁽²⁾	09/04/2014	Common Stock	6,675	$23.16	D
Stock Appreciation Rights	03/27/2011	03/27/2015	Common Stock	10,000	$12.45	D
Stock Appreciation Rights	⁽³⁾	03/26/2016	Common Stock	8,344	$11.08	D
Stock Appreciation Rights	03/26/2012	03/26/2016	Common Stock	7,500	$11.08	D
Stock Appreciation Rights	⁽⁴⁾	03/25/2017	Common Stock	6,137	$22.18	D
Stock Appreciation Rights	⁽⁵⁾	03/24/2018	Common Stock	3,901	$20.45	D

Explanation of Responses:

1. The stock appreciation right granted under the Collective Brands, Inc. 2006 Stock Incentive Plan which provides for tax withholding rights in a transaction exempt under Rule 16b3. The stock appreciation right will vest ratably over three years on May 31, 3008, May 31, 2009 and May 31, 2010. The stock appreciation right will have a seven-year term and a 200 percent cap on stock appreciation.

2. The stock appreciation right granted under the Collective Brands, Inc. 2006 Stock Incentive Plan which provides for tax withholding rights in a transaction exempt under Rule 16b3. The stock appreciation right will vest ratably over three years on September 4, 2009 and September 4, 2010. The stock appreciation right will have a seven-year term and a 200 percent cap on stock appreciation.

3. The stock appreciation right granted under the Collective Brands, Inc. 2006 Stock Incentive Plan which provides for tax withholding rights in a transaction exempt under Rule 16b3. The stock appreciation right will vest ratably over three years on March 26, 2010, March 26, 2011 and March 26, 2012. The stock appreciation right will have a seven-year term and a 200 percent cap on stock appreciation.

4. The stock appreciation right granted under the Collective Brands, Inc. 2006 Stock Incentive Plan which provides for tax withholding rights in a transaction exempt under Rule 16b3. The stock appreciation right will vest ratably over three years on March 25, 2011, March 25, 2012 and March 25, 2013. The stock appreciation right will have a seven-year term and a 125 percent cap on stock appreciation.

5. The stock appreciation right granted under the Collective Brands, Inc. 2006 Stock Incentive Plan which provides for tax withholding rights in a transaction exempt under Rule 16b3. The stock appreciation right will vest ratably over three years on March 24, 2012, March 24, 2013 and March 24, 2014. The stock appreciation right will have a seven-year term and a 125 percent cap on stock appreciation.

Remarks:

	Harold J. Herman II, Atty-in-fact	06/24/2011
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.