Sec Form 4 Filing - Rosenfeld Edward R. @ STEVEN MADDEN, LTD. - 2015-08-14

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 Rosenfeld Edward R. 2. Issuer Name and Ticker or Trading Symbol STEVEN MADDEN, LTD. [ SHOO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO and Chairman of the Board (Last) (First) (Middle) C/O STEVEN MADDEN, LTD., 52-16 BARNETT AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 08/14/2015 (Street) LONG ISLAND CITY, NY11104 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, par value $0.0001 per share 08/14/2015 M 112,500 A $ 5.56 396,955 D Common Stock, par value $0.0001 per share 08/14/2015 F 69,692 ( 1 ) D $ 40.08 327,263 D Common Stock, par value $0.0001 per share 08/14/2015 S 15,000 D $ 39.71 ( 2 ) 312,263 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 Option (Right to Buy) ( 3 ) $ 5.56 08/14/2015 M 112,500 04/01/2013 04/01/2016 Common Stock 112,500 $ 0 225,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rosenfeld Edward R. C/O STEVEN MADDEN, LTD. 52-16 BARNETT AVENUE LONG ISLAND CITY, NY11104 X CEO and Chairman of the Board Signatures /s/ Arvind Dharia, Attorney-in-Fact for Edward R. Rosenfeld 08/18/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares withheld to satisfy the reporting person's obligations to pay both the exercise price and withholding taxes incurred in connection with the exercise of a stock option. ( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.67 to $39.76, inclusive. The reporting person undertakes to provide to Steven Madden, Ltd. (the "Company"), any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 3 )The number of shares previously reported under this option is 100,000 shares at an exercise price of $18.78 per share. Such amount was adjusted to reflect each of 3 three-for-two stock splits (each effected as a stock dividend) that occurred on April 30, 2010, May 31, 2011 and October 1, 2013, resulting in 337,500 shares exercisable.

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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