Sec Form 4 Filing - FELDENKREIS OSCAR @ PERRY ELLIS INTERNATIONAL INC - 2012-12-14

Insider filing report for Changes in Beneficial Ownership
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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 OSCAR
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)
President and COO
(Last) (First) (Middle)
3000 N.W. 107TH AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
12/14/2012
(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 12/14/2012 S 4,500 D $ 21.4089 912,156 ( 1 ) I See Footnote
Common Stock 12/17/2012 S 13,000 D $ 21.567 899,156 ( 1 ) I See Footnote
Common Stock 50,000 ( 2 ) I See Footnote
Common Stock 50,000 ( 3 ) I See Footnote
Common Stock 50,000 ( 4 ) I See Footnote
Common Stock 375,000 ( 5 ) 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. Dee med 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( 6 ) 03/18/2019 Common Stock 89,686 89,686 D
Stock Appreciation Right $ 28.38 04/11/2012( 7 ) 04/10/2018 Common Stock 57,894 57,894 D
Stock Appreciation Right $ 24.93 04/19/2011( 8 ) 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 OSCAR
3000 N.W. 107TH AVENUE
MIAMI, FL33172
X X President and COO
Signatures
/s/ Cory Shade by Power of Attorney 12/17/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Owned by the Oscar Feldenkreis Revocable Trust UAD 05/06/11, of which the Reporting Person is Trustee.
( 2 )Owned by the Erica Feldenkreis 2012 Irrevocable Trust UAD 10/17/12, of which the Reporting Person's spouse is the Trustee. These shares were acquired by gift on November 29, 2012 from the Oscar Feldenkreis Revocable Trust UAD 05/06/11.
( 3 )Owned by the Jennifer Feldenkreis 2012 Irrevocable Trust UAD 10/17/12, of which the Reporting Person's spouse is the Trustee. These shares were acquired by gift on November 29, 2012 from the Oscar Feldenkreis Revocable Trust UAD 05/06/11.
( 4 )Owned by the Stephanie Feldenkreis 2012 Irrevocable Trust UAD 10/17/12, of which the Reporting Person's spouse is the Trustee. These shares were acquired by gift on November 29, 2012 from the Oscar Feldenkreis Revocable Trust UAD 05/06/11.
( 5 )Represents 375,000 restricted shares of the Company's common stock, which generally vest 100% on Mr. Feldenkreis' 60th birthday, provided that he is still an employee of the Company on such date, and the Company has met certain performance criteria.
( 6 )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.
( 7 )Of the shares subject to the stock appreciation, 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.
( 8 )Of the shares subject to the stock appreciation, 47,116 shares are fully vested. The remainder of the shares shall vest and become exercisable on April 19, 2013.

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