John W Schmidt Form 4 BROWN SHOE / John W Schmidt 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^*

Schmidt John W

(Last) (First) (Middle)

156 W. 56TH STREET

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BROWN SHOE CO INC [ BWS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Div Pres, Contemporary Fashion

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2015

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	03/13/2015		A		6,667(1)	A	$0	73,974	D
Common Stock	03/13/2015		M		9,413(2)	A	$0	83,387	D
Common Stock	03/13/2015		F		3,880	D	$30.12	79,507	D
Common Stock	03/13/2015		D		5,533	D	$30.12	73,974	D
Common Stock								3,245	I	Indirect holding through 401(k) Plan

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
Cash-settled performance share units	(3)	03/13/2015		A		9,413(4)		03/13/2015	03/13/2015	Common Stock	9,413	$0	9,413	D
Cash-settled performance share units	(3)	03/13/2015		M			9,413(2)	03/13/2015	03/13/2015	Common Stock	9,413	$0	0	D

Explanation of Responses:

1. Restricted Stock vests 100% after 4 years.

2. The cash-settled performance share units were deemed to have settled for an equivalent number of shares of Brown Shoe Company Common Stock.

3. 1 - for - 1

4. Represents issuance of units pursuant to performance award covering fiscal years 2012, 2013, and 2014, as approved for payment by the Compensation Committee on March 12, 2015.

	Michael I. Oberlander, Attny in Fact for John W Schmidt	03/16/2015
	** 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).
** 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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