Sec Form 4 Filing - FELDENKREIS GEORGE @ PERRY ELLIS INTERNATIONAL INC - 2012-12-19

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 FELDENKREIS GEORGE 2. Issuer Name and Ticker or Trading Symbol PERRY ELLIS INTERNATIONAL INC [ PERY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman of the Board and CEO (Last) (First) (Middle) 3000 N.W. 107TH AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 12/19/2012 (Street) MIAMI, FL33172 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 12/19/2012 S 22,100 D $ 20.1975 1,922,212 ( 1 ) D Common Stock 12/20/2012 S 15,032 D $ 20.0399 1,907,180 ( 1 ) D Common Stock 12/21/2012 S 5,547 D $ 20.0009 1,901,633 ( 1 ) D

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 Appreciation Right $ 18.19 03/19/2013( 2 ) 03/18/2019 Common Stock 89,686 89,686 D Stock Appreciation Right $ 28.38 04/11/2012( 3 ) 04/10/2018 Common Stock 57,894 57,894 D Stock Appreciation Right $ 24.93 04/19/2011( 4 ) 04/18/2017 Common Stock 70,674 70,674 D Stock Options $ 4.63 03/18/2010 03/17/2019 Common Stock 250,000 250,000 D Stock Options $ 16.593 03/04/2004 03/03/2014 Common Stock 67,500 67,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FELDENKREIS GEORGE 3000 N.W. 107TH AVENUE MIAMI, FL33172 X X Chairman of the Board and CEO Signatures /s/ George Feldenkreis 12/21/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 375,000 restricted shares of the Company's common stock, which generally vest 100% on Mr. Feldenkreis' 80th birthday, provided that he is still an employee of the Company on such date, and the Company has met certain performance criteria. ( 2 )The shares subject to the stock appreciation right shall vest and become exercisable as follows: 29,895 shares on March 19, 2013; 29,895 shares on March 19, 2014; and 29,896 shares on March 19, 2015. ( 3 )Of the shares subject to the stock appreciation right, 19,298 shares are fully vested. The remainder of the shares shall vest and become exercisable in two equal installments of 19,298 shares on April 11, 2013 and April 11, 2014. ( 4 )Of the shares subject to the stock appreciation right, 47,116 shares are fully vested. The remainder of the shares shall vest and become exercisable on April 19, 2013.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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