Sec Form 4 Filing - FLORSHEIM THOMAS W JR @ WEYCO GROUP INC - 2013-03-11

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, 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 FLORSHEIM THOMAS W JR 2. Issuer Name and Ticker or Trading Symbol WEYCO GROUP INC [ WEYS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman and CEO (Last) (First) (Middle) 333 W. ESTABROOK BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 03/11/2013 (Street) GLENDALE, WIUS 53212 4. If Amendment, Date Original Filed (MM/DD/YY) 6. 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 Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 03/11/2013 M 32,088 A $ 16.79 548,510 D Common Stock 03/11/2013 S 26,050 D $ 24 522,460 D Common Stock 39,183 I By Wife Common Stock 209,556 I As Trustee for Children Common Stock 215,569 I As Trustee of Father's 2009 GRAT Common Stock 215,569 I As Trustee of Mother's 2009 GRAT Common Stock 873,700 I As Trustee of Father's 2012 Common Stock 895,950 I As trustee of Mother's 2012 GRAT

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option $ 16.79 03/11/2013 M 32,088 11/19/2003 05/19/2013 Common Stock 32,088 $ 16.79 0 D Stock Option $ 18.03 12/26/2005 04/26/2015 Common Stock 19,958 19,958 D Stock Option $ 30.67 12/01/2009( 1 ) 12/01/2013 Common Stock 13,000 13,000 D Stock Option $ 23.09 12/01/2010( 2 ) 12/01/2014 Common Stock 30,000 30,000 D Stock Option $ 24.49 12/01/2011( 3 ) 12/01/2015 Common Stock 30,000 30,000 D Stock Option $ 24.21 12/01/2012( 4 ) 12/01/2017 Common Stock 32,500 32,500 D Stock Option $ 23.53 12/01/2013( 5 ) 12/01/2018 Common Stock 32,500 32,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FLORSHEIM THOMAS W JR 333 W. ESTABROOK BOULEVARD GLENDALE, WIUS 53212 Chairman and CEO Signatures /s/ Thomas W. Florsheim, Jr. 03/11/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )25% per year for 4 years beginning 12/01/2009 ( 2 )25% per year for 4 years beginning 12/01/2010 ( 3 )25% per year for 4 years beginning 12/01/2011 ( 4 )25% per year for 4 years beginning 12/01/2012 ( 5 )25% per year for 4 years beginning 12/01/2013

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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