logo


FORM 4UNITED 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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Expires:February 28, 2011
Estimated average burden
hours per response0.5
  
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*
MASSEY MICHAEL J

(Last)(First)(Middle)
3231 S.E. SIXTH AVENUE

(Street)
TOPEKAKS66607

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
COLLECTIVE BRANDS, INC. [PSS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Senior Vice President
3. Date of Earliest Transaction (Month/Day/Year)
09/09/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock 09/09/2009 S  2,300 D$ 17.24 14,518 D  
Common Stock 09/09/2009 S  700 D$ 17.245 13,818 (1) D  
Common Stock         8,097 (2) I 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 Security3. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Includes approximately 1,094 shares held under the Collective Brands, Inc. Stock Purchase Plan as of March 6, 2009.
2. The reporting person holds approximately 8,097 shares indirectly under the Payless ShoeSource, Inc. 401(k) Profit Sharing Plan (the "Plan") based on a statement provided by the Plan Administrator. Because the Common Stock Fund under the Plan holds both cash and Payless Common Stock, the actual number of shares allocable to each participant's accounts varies from statement to statement.
Harold J. Herman II, Attorney-in-fact09/10/2009
** Signature of Reporting PersonDate
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.

EX-24

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Robert J. Carroll and Harold J. Herman II, as the undersigned's true and lawful attorney-in-fact and agent, with full and several power of substitutions, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign any or all Form 3, Form 4 or Form 5 and any amendments and supplements to those forms, and to file the same with the Securities and Exchange Commission and with the New York Stock Exchange, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. This power of attorney shall remain in effect until revoked in writing by the undersigned, and any person may rely on its being in effect until such person actually receives such written revocation. Dated this 24th day of May, 2006. /s/ Michael J. Massey State of Kansas) ) ss. County of Topeka) On this 24th day of May, 2006, before me appeared Michael J. Massey, to me known to be the person who executed the foregoing instrument and acknowledged that he or she executed the same as his or her free act and deed. In Testimony Whereof, I have hereunto set my hand and affixed my official seal in the County and State aforesaid, the day and date first above written. (SEAL) /s/Deborah A. Ortega Notary Public My term expires: 12/2/08

Add to Delicious   Add to DeliciousDigg It  Digg It
Send Email Send by Email Send Email Post Comment

 
Fundamental data is provided by Zacks Investment Research, market data is provided by AlphaTrade. , and Commentary and Press Releases provided by Quotemedia