X0206 3 2012-09-21 0 0000006885 STAGE STORES INC SSI 0001558787 ELLIS DIANE MARIE 10201 MAIN STREET HOUSTON TX 77025 1 0 0 0 Common Stock 3474 D Reflects the grant on September 21, 2012 (Date of Grant) of restricted shares of the Issuer's common stock valued at $75,000 based on the closing price of the Issuer's common stock on that date. These shares will vest, on a cliff basis, on the earliest of (i) one year from the Date of Grant or (ii) on the date of the first Annual Meeting of the Company's shareholders following the Date of Grant. /s/ R.E. Stasyszen, Attorney in Fact for Diane Marie Ellis 2012-09-26