UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 5) DSW INC. (Name of Issuer) Common Stock (Title of Class of Securities) 23334L102 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 23334L102 1. Names of Reporting Persons. Valinor Management, LLC 2. Check the Appropriate Box if a Member Of a Group [ ] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 0 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With: 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 0 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 0.00% 12. Type of Reporting Person OO CUSIP No. 23334L102 1. Names of Reporting Persons. David Gallo 2. Check the Appropriate Box if a Member Of a Group [ ] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization United States of America 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 0 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With: 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 0 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 0.00% 12. Type of Reporting Person IN CUSIP No. 23334L102 1. Names of Reporting Persons. Valinor Capital Partners Offshore Master Fund, L.P. 2. Check the Appropriate Box if a Member Of a Group [ ] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Cayman Islands 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 0 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With: 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 0 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 0.00% 12. Type of Reporting Person PN Item 1. (a) Name of Issuer: DSW INC. (b) Address of Issuer's Principal Executive Offices: 810 DSW Drive Columbus, Ohio 43219 Item 2. (a) Name of Person Filing: Valinor Management, LLC David Gallo Valinor Capital Partners Offshore Master Fund, L.P. (b) Address of Principal Business Office, or, if None, Residence: Valinor Management, LLC David Gallo 510 Madison Avenue, 25th Floor New York, NY 10022 Valinor Capital Partners Offshore Master Fund, L.P. c/o Morgan Stanley Fund Services (Cayman) Ltd. Cricket Square Hutchins Drive 2nd Floor, Boundary Hall P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands (c) Citizenship: Valinor Management, LLC: Delaware David Gallo: United States of America Valinor Capital Partners Offshore Master Fund, L.P.: Cayman Islands (d) Title of Class of Securities: Common Stock (e) CUSIP No.: 23334L102 Item 3. If This Statement is Filed Pursuant to Rules 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Act. (c) [ ] Insurance company as defined in Section 3(a)(19) of the Act. (d) [ ] Investment company registered under Section 8 of the Investment Company Act of 1940. (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4. Ownership Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: Valinor Management, LLC: 0 David Gallo: 0 Valinor Capital Partners Offshore Master Fund, L.P.: 0 (b) Percent of class: Valinor Management, LLC: 0.00% David Gallo: 0.00% Valinor Capital Partners Offshore Master Fund, L.P.: 0.00% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote Valinor Management, LLC: 0 David Gallo: 0 Valinor Capital Partners Offshore Master Fund, L.P.: 0 (ii) Shared power to vote or to direct the vote Valinor Management, LLC: 0 David Gallo: 0 Valinor Capital Partners Offshore Master Fund, L.P.: 0 (iii) Sole power to dispose or to direct the disposition of Valinor Management, LLC: 0 David Gallo: 0 Valinor Capital Partners Offshore Master Fund, L.P.: 0 (iv) Shared power to dispose or to direct the disposition of Valinor Management, LLC: 0 David Gallo: 0 Valinor Capital Partners Offshore Master Fund, L.P.: 0 Item 5. Ownership of Five Percent or Less of a Class X Item 6. Ownership of More than Five Percent on Behalf of Another Person Not Applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person Not Applicable Item 8. Identification and Classification of Members of the Group Not Applicable Item 9. Notice of Dissolution of Group Not Applicable Item 10. Certifications By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 14, 2012 Valinor Management, LLC* By: /s/ David Angstreich -------------------------- Name: David Angstreich Title: Chief Financial Officer /s/ David Gallo* -------------------------- Name: David Gallo Valinor Capital Partners Offshore Master Fund, L.P. By: /s/ David Gallo -------------------------- Name: David Gallo Title: Director * The Reporting Persons disclaim beneficial ownership except to the extent of their pecuniary interests therein. EXHIBIT A AGREEMENT The undersigned agree that this Schedule 13G/A dated February 14, 2012 relating to the Common Stock of DSW INC. shall be filed on behalf of the undersigned. Valinor Management, LLC By: /s/ David Angstreich -------------------------- Name: David Angstreich Title: Chief Financial Officer /s/ David Gallo -------------------------- Name: David Gallo Valinor Capital Partners Offshore Master Fund, L.P. By: /s/ David Gallo -------------------------- Name: David Gallo Title: Director