SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* PHILLIPS CRAIG (Last) (First) (Middle) C/O LIFETIME BRANDS INC. 1000 STEWART AVENUE (Street) GARDEN CITY NY 11530 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol LIFETIME BRANDS, INC [ LCUT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/04/2015
	4. If Amendment, Date of 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

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	03/04/2015		A		1,471	A	(1)	656,326	D
Common Stock								28,278	I	Trust(2)

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 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

Explanation of Responses:

1. The common stock was issued for no consideration as part of director compensation

2. Shares are held in an irrevocable trust of which Craig Phillips is the sole beneficiary

	/s/ Sara A. Shindel, as attorney-in-fact	03/06/2015
	** 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.

Exhibit 24
Power of Attorney

       Know all by these presents, that the undersigned hereby
 constitutes and appoints Sara Shindel, signing singly, his true
 and lawful attorney-in-fact, to:
1.execute for and on behalf of the undersigned, in the undersigned's
capacity as a director of Lifetime Brands, Inc. (the "Company"),
Forms 3, 4 and 5 in accordance with Section 16(a) of the Exchange
 Act and the rules thereunder; and
2.do and perform any and all acts for and on behalf of the undersigned
 which may be necessary or desirable to complete the execution of any
such Forms 3, 4 or 5 and the timely filing of such Forms with the
United States Securities and Exchange Commission and any other
authority.
      The undersigned hereby grants to such attorney-in-fact full
power and authority to do and perform all and every act and thing
whatsoever requisite, necessary and proper to be done in the exercise
 of any of the rights and powers herein granted, as fully to all
intents and purposes as the undersigned might or could do if personally
 present, with full power of substitution or revocation. The undersigned
 hereby ratifies and confirms that such attorney-in-fact, or her
substitute or substitutes, shall lawfully do or cause to be done by
virtue of this power of attorney and the rights and powers herein granted.
 The undersigned acknowledges that (i) this Power of Attorney authorizes,
 but does not require, such attorney-in-fact to act in her discretion
on information provided to such attorney-in-fact without independent
verification of such information; and (ii) the foregoing attorney-in-fact,
 in serving in such capacity at the request of the undersigned, is not
assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Exchange Act, any
liability of the undersigned for any failure to comply with such
requirements, or any obligation or liability of the undersigned for
profit disgorgement as provided in Section 16(b) of the Exchange Act.
       This power of attorney shall expire on the date the undersigned
 shall no longer be required to file reports under Section 16(a) of
the Securities Exchange Act of 1934, unless earlier revoked by the
undersigned or the attorney-in-fact, as applicable, in a signed writing
delivered to either the foregoing attorney-in-fact, or the undersigned,
as applicable.
       IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 20 day of November, 2014.


/s/Craig Phillips
Craig Phillips

STATE OF New Jersey	)
					)	ss.:
COUNTY OF Mercer	)

I, John P. McCranor, a Notary Public of the aforesaid County and State,
 do hereby certify that Craig Phillips personally appeared before me this
 day and acknowledged that he is the individual who signed the aforesaid
Power of Attorney as his free act and deed.

WITNESS MY HAND AND OFFICIAL SEAL this 20 day of November 2014.


/s/John P. McCranor
Notary Public