| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol ELIZABETH ARDEN INC [ RDEN ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 08/10/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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, $.01 par value | 12/03/2014 | G(1) | V | 1,500 | D | $0 | 161,425(2) | D | ||
| Common Stock, $.01 par value | 03/12/2015 | G(1) | V | 3,000 | D | $0 | 158,425(2) | D | ||
| Common Stock, $.01 par value | 08/10/2015 | F(3) | 4,004 | D | $9.63 | 154,421(4) | D | |||
| Common Stock, $.01 par value | 08/10/2015 | A(5) | 42,100 | A | $0 | 196,521(6) | D | |||
| Common Stock, $.01 par value | 08/10/2015 | A(7) | 20,800 | A | $0 | 217,321(8) | D | |||
| Common Stock, $.01 par value | 850 | I | Trust(9) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Option (Right to Buy) | $9.63 | 08/10/2015 | A | 52,200 | (10) | 08/10/2025 | Common Stock, $.01 par value | 52,200 | $0 | 52,200 | D | ||||
| Stock Option (Right to Buy) | $9.63 | 08/10/2015 | A | 87,000 | (11) | 08/10/2025 | Common Stock, $.01 par value | 87,000 | $0 | 87,000 | D | ||||
| Explanation of Responses: |
| 1. Gift of shares to donor-advised charitable fund. |
| 2. Includes 62,768 service-based restricted stock units. |
| 3. Represents shares withheld by the Issuer in satisfaction of tax withholding obligations arising from the vesting of service-based restricted stock units granted on August 13, 2012, August 12, 2013, and August 21, 2014. The price reflected is the closing market price of the Issuer's Common Stock on the vesting date, August 10, 2015. |
| 4. Includes 48,134 service-based restricted stock units. |
| 5. This grant of service-based restricted stock units will vest in thirds over a three-year period on the dates that are two business days following the public announcement of the Issuer's financial results for the fiscal years ending June 30, 2016, 2017 and 2018, but, subject to certain exceptions, only if the Reporting Person is still employed with the Issuer on the applicable vesting date. |
| 6. Includes 90,234 service-based restricted stock units. |
| 7. This grant of service-based restricted stock units will vest in full on the date that is two business days following the public announcement of the Issuer's financial results for the fiscal year ending June 30, 2018, but, subject to certain exceptions, only if the Reporting Person is still employed with the Issuer on the applicable vesting date. |
| 8. Includes 111,034 service-based restricted stock units. |
| 9. Shares of common stock held in a trust, of which the Reporting Person is the Trustee, for the benefit of two of the Reporting Person's children. |
| 10. This stock option shall become exercisable in equal thirds over a three-year period on the dates that are two business days following the public announcement of the Issuer's financial results for the fiscal years ending June 30, 2016, 2017 and 2018, but, subject to certain exceptions, only if the Reporting Person is still employed with the Issuer on the applicable vesting date. |
| 11. This stock option shall become exercisable in full on the date that is two business days following the public announcement of the Issuer's financial results for the fiscal year ending June 30, 2018, but, subject to certain exceptions, only if the Reporting Person is still employed with the Issuer on the applicable vesting date. |
| Joel B. Ronkin | 08/10/2015 | |
| ** 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). | ||
| 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. | ||
