Edgar Filing: Flanders Scott N

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 ^*

Flanders Scott N

2. Issuer Name and Ticker or Trading Symbol
PLAYBOY ENTERPRISES INC [PLA, PLAA]

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

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Executive Officer

(Last)

(First)

(Middle)

C/O PLAYBOY ENTERPRISES, INC., 680 N. LAKE SHORE DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2011

(Street)

CHICAGO,, IL 60611

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common-Class B	03/04/2011		J		44,607 ⁽¹⁾	D	⁽¹⁾	112,500	D
Common-Class B	03/04/2011		D		112,500 ⁽²⁾	D	$ 6.15	0	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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 2.71

03/04/2011

1,200,000

⁽³⁾

07/01/2019

Common -Class B

1,200,000

$ 3.44

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Flanders Scott N C/O PLAYBOY ENTERPRISES, INC. 680 N. LAKE SHORE DRIVE CHICAGO,, IL 60611	X		Chief Executive Officer

Signatures

/s/ Scott N. Flanders		03/08/2011
^**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)	Shares were disposed of pursuant to the rollover agreement dated January 9, 2011 between the reporting person and Icon Acquisition Holdings, L.P. ("Purchaser") in exchange for newly issued limited partnership units of Purchaser, valuing the contributed shares at $6.15 per share.
(2)	Consists of unvested shares received pursuant to a restricted stock award disposed of pursuant to the agreement and plan of merger between Playboy Enterprises, Inc. ("Issuer"), Purchaser and Icon Merger Sub, Inc. ("Sub"), in exchange for $6.15 per share.
(3)	In connection with the merger of Sub with and into Issuer, an option to acquire 1,200,000 shares of Class B common stock of Issuer was cancelled and Issuer paid to the reporting person with respect to such option a cash amount equal to the product of (i) the excess of $6.15 per share over the exercise price of $2.71 per share of such option multiplied by (ii) the number of shares of stock subject to such option (1,200,000 shares), less any applicable tax withholdings.

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