Sec Form 4 Filing - VARELA AMELIA @ STEVEN MADDEN, LTD. - 2016-03-03

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 VARELA AMELIA 2. Issuer Name and Ticker or Trading Symbol STEVEN MADDEN, LTD. [ SHOO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President (Last) (First) (Middle) C/O STEVEN MADDEN, LTD., 52-16 BARNET AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 03/03/2016 (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 03/03/2016 M 63,283 A $ 0 125,939 D Common Stock, par value $0.0001 per share 03/03/2016 F 24,444 ( 1 ) D $ 35.1 101,495 D Common Stock, par value $0.0001 per share 03/03/2016 S 15,000 D $ 34.96 86,495 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) $ 5.56 ( 2 ) 03/03/2016 M 63,283 ( 2 ) 04/01/2013 04/01/2016 Common Stock 63,283 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other VARELA AMELIA C/O STEVEN MADDEN, LTD. 52-16 BARNET AVENUE LONG ISLAND CITY, NY11104 President Signatures /s/ Arvind Dharia, Attorney-in-Fact for Amelia Varela 03/04/2016 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 number of shares previously reported under this option is 42,189 shares at an exercise price of $8.34 per share. Such amount was adjusted to reflect a three-for-two stock split (effected as a stock dividend) that occurred on October 1, 2013, resulting in 63,283 shares exercisable at an exercise price of $5.56 per share.

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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