Close

Form 3 DSW Inc. For: Jun 05 Filed by: Poff Jared A.

June 7, 2016 6:07 PM EDT
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person *
Poff Jared A.

(Last) (First) (Middle)
810 DSW DRIVE

(Street)
COLUMBUS OH 43219

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/05/2016
3. Issuer Name and Ticker or Trading Symbol
DSW Inc. [ DSW ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, Finance & Interim CFO
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Shares 6,950
D
 
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Dividend Equivalent Rights   (1)   (1) Class A Common Shares 169 (1) D  
Restricted Stock Unit   (2) 12/25/2018 Class A Common Shares 2,960 (3) D  
Restricted Stock Unit 01/30/2018 01/30/2018 Class A Common Shares 2,110 (3) D  
Restricted Stock Unit 03/24/2018 03/24/2018 Class A Common Shares 1,000 (3) D  
Stock Option - Right to Buy   (4) 12/15/2025 Class A Common Shares 10,845 23.21 D  
Stock Option - Right to Buy   (5) 03/22/2026 Class A Common Shares 9,875 27 D  
Stock Option - Right to Buy   (5) 03/24/2025 Class A Common Shares 8,545 37.5 D  
Explanation of Responses:
1. The dividend equivalent rights accrued on previously awarded restricted stock units (RSUs) and become exercisable proportionately with the RSUs to which they relate. Each dividend equivalent right is the economic equivalent of one share of DSW Class A common stock.
2. Restricted stock units vest 25% on the first and second anniversaries of the date of grant and 50% on the third anniversary of the date of grant.
3. Each restricted stock unit represents a contingent right to receive one share of DSW common stock.
4. Option vests 25% on the first and second anniversaries of the date of grant and 50% on the third anniversary of the date of grant.
5. Option vests 20% per year beginning on the first anniversary of the date of grant.
Remarks:
EXHIBIT INDEX
Exhibit 24 - Power of Attorney
William L. Jordan, Attorney-in-Fact 06/07/2016
** Signature of Reporting Person Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
EXHIBIT 24
POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and
appoints William L. Jordan, Robert J. Tannous and Patricia S. Callahan,
signing singly, as the undersigned's true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned's
capacity as an executive officer of DSW Inc. (the "Company"),a Form ID,
Forms 3, 4, and 5 and any other documents necessary to facilitate the
filing of reports in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such
Form ID or Forms 3, 4, or 5, complete and execute any amendment or
amendments thereto, and timely file such form with the United States
Securities and Exchange Commission and any stock exchange or similar
authority; and

(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, shall lawfully do or cause to be done by
virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-
in-fact, in serving in such capacity at the request of the undersigned,
are not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Securities Exchange
Act of 1934.

This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4, and 5 with
respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 3rd day of June, 2016.

    /s/  Jared A. Poff
___________________________________
              Signature

Printed Name:  Jared A. Poff



Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings