Lundy Russ Ii Form 4 STAGE STORES / RUSS LUNDY II ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LUNDY RUSS II

(Last) (First) (Middle)

10201 MAIN STREET

(Street)

HOUSTON TX 77025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
STAGE STORES INC [ SSI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Chief Stores Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2015

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	03/26/2015		A		8,830(1)	A	$0	32,293	D
Common Stock	03/26/2015		A		6,540(2)	A	$0	38,833	D
Common Stock	03/26/2015		F		1,789	D	$22.065	37,044	D
Common Stock	03/28/2015		F		281	D	$22.105	36,763	D
Common Stock	03/29/2015		F		209	D	$22,105	36,554	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. Represents restricted common stock granted on March 26, 2015, which will vest 25% per year on the first four anniversary dates from the date of grant.

2. Represents performance shares granted on March 28, 2012 and awarded as common stock on March 26, 2015 as a result of the completion of the three-year performance cycle that began on the first day of the 2012 fiscal year (January 29, 2012) and ended on the last day of the 2014 fiscal year (January 31, 2015).

Remarks:

	/s/ R.E. Stasyszen, Attorney in Fact for Russ Lundy II	03/30/2015
	** 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).
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