FORM 4
[ X ] 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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BEATTIE E SCOTT 		2. Issuer Name and Ticker or Trading Symbol

ELIZABETH ARDEN INC [ RDEN ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman, President & CEO
(Last)          (First)          (Middle)

C/O ELIZABETH ARDEN, INC., 880 SW 145 AVENUE, 2ND FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

9/7/2016
(Street)

PEMBROKE PINES, FL 33027
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   8/17/2016     G   V 23029   (1) D $0   1223632   (2) D    
Common Stock, $.01 par value   9/1/2016     G   V 1500   (3) D $0   1222132   (2) D    
Common Stock, $.01 par value   9/7/2016     D    1222132   D   (4) 0   D    
Common Stock, $.01 par value   9/7/2016     D    184029   (5) D   (5) 0   I   Family Trust   (5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Stock Option (Right to Buy)   $9.33   9/7/2016     D         96500      (6) 8/17/2019   Common Stock, $.01 par value   96500     (6) 0   D    
Stock Option (Right to Buy)   $9.63   9/7/2016     D         165200      (6) 8/10/2025   Common Stock, $.01 par value   165200     (6) 0   D    

Explanation of Responses:
( 1)  Gift to donor-advised charitable fund.
( 2)  Includes 113,567 service-based restricted stock units ("SBRSU") and 60,053 performance-based restricted stock units ("PBRSU").
( 3)  Gifts to unaffiliated third parties.
( 4)  Includes 113,567 SBRSUs and 60,053 PBRSUs. Pursuant to the Agreement and Plan of Merger dated June 16, 2016 (the "Merger Agreement") by and among the Issuer and Revlon, Inc., Revlon Consumer Products Corporation, and RR Transaction Corp., on September 7, 2016 (the "Closing Date") (i) each share of the Issuer's common stock, par value $.01 per share ("Common Stock") held by the Reporting Person immediately prior to the Effective Time (as defined in the Merger Agreement), was converted into the right to receive $14.00 in cash per share, less any required withholding taxes; (ii) each SBRSU held by the Reporting Person subject to vesting conditions became fully vested, was canceled, and was converted into the right to receive $14.00 in cash for each SBRSU, less any required withholding taxes; and (iii) each PBRSU held by the Reporting Person became fully earned, was canceled, and was converted into the right to receive $14.00 in cash for each PBRSU, less any required withholding taxes.
( 5)  Shares held in a family trust of which Reporting Person's spouse is trustee, and spouse and minor children are beneficiaries, which were converted into the right to receive $14.00 per share, less any required withholding taxes, pursuant to the Merger Agreement.
( 6)  Pursuant to the Merger Agreement, on the Closing Date, each of the Issuer's outstanding stock options, whether vested or unvested, was canceled and exchanged for the right to receive a cash payment equal to the product of (i) the number of shares of the Issuer's Common Stock subject to the option multiplied by (ii) the excess (if any) of $14.00 over the per share exercise price of the option, less any required withholding taxes. Each outstanding stock option that had an exercise price that was equal to or greater than $14.00 was canceled for no consideration.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BEATTIE E SCOTT
C/O ELIZABETH ARDEN, INC.
880 SW 145 AVENUE, 2ND FLOOR
PEMBROKE PINES, FL 33027 		X
Chairman, President & CEO

Signatures
E. SCOTT BEATTIE 9/8/2016
** 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 control number.
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