Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Rosenfeld Edward R.
  2. Issuer Name and Ticker or Trading Symbol
STEVEN MADDEN, LTD. [SHOO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO and Chairman of the Board
(Last)
(First)
(Middle)
C/O STEVEN MADDEN, LTD., 52-16 BARNETT AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
08/12/2016
(Street)

LONG ISLAND CITY, NY 11104
4. If Amendment, Date 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
(City)
(State)
(Zip)
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, par value $0.0001 per share 08/12/2016   J(1)   25,326 D (1) 498,061 D  
Common Stock, par value $0.0001 per share 08/12/2016   J(2)   27,563 D (2) 470,498 D  
Common Stock, par value $0.0001 per share 08/12/2016   A   25,326 (3) A $ 0 495,824 D  
Common Stock, par value $0.0001 per share 08/12/2016   A   27,563 (4) A $ 0 523,387 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Rosenfeld Edward R.
C/O STEVEN MADDEN, LTD.
52-16 BARNETT AVENUE
LONG ISLAND CITY, NY 11104
  X     CEO and Chairman of the Board  

Signatures

 /s/ Edward R. Rosenfeld   08/12/2016
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) As previously reported, on March 11, 2015, the reporting person received from Steven Madden, Ltd. (the "Company") an award of 25,326 shares of restricted stock under the Steven Madden, Ltd. 2006 Stock Incentive Plan (the "Plan"). The March 11, 2015 restricted stock award was rescinded on August 12, 2016 pursuant to a Forfeiture and Rescission of Awards Agreement dated August 12, 2016 between the reporting person and the Company (the "Forfeiture and Rescission Agreement").
(2) As previously reported, on March 15, 2016, the reporting person received from the Company an award of 27,563 shares of restricted stock under the Plan. The March 15, 2016 restricted stock award was rescinded on August 12, 2016 pursuant to the Forfeiture and Rescission Agreement.
(3) Reflects a restricted stock grant made by the Company to the reporting person on August 12, 2016 under the Plan, which stock will vest and cease to be restricted stock in five substantially equal installments as follows: 5,065 shares on each of the grant date, August 12, 2016, March 5, 2017, March 5, 2018 and March 5, 2019 and 5,066 shares on March 5, 2020. Until fully vested, the stock will be subject to forfeiture pursuant to the terms of the Plan.
(4) Reflects a restricted stock grant made by the Company to the reporting person on August 12, 2016 under the Plan, which stock will vest and cease to be restricted stock in five substantially equal annual installments as follows: 5,512 shares on each of March 5, 2017 and March 5, 2018, and 5,513 shares on each of March 5, 2019, March 5, 2020 and March 5, 2021. Until fully vested, the stock will be subject to forfeiture pursuant to the terms of the Plan.

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