UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 ORor 15(d) of ~~The~~the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~April 28~~May 20, 2011 (~~April~~May 2819, 2011)

Retail Ventures, Inc. (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)


Ohio	1-10767	20-0090238
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Ohio	1-10767	20-0090238
4150 E. Fifth Avenue, Columbus, Ohio	43219
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(Address of Principal Executive Offices)	(Zip Code)

4150 E. Fifth Avenue, Columbus, Ohio		43219
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (614) 238-4148

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

OnItem April 28, 2011, Retail Ventures, Inc. (the “Company”) issued 221,037 of its common shares, without par value, to Millennium Partners, L.P. (“Millennium”) in connection with Millennium’s exercise of its outstanding term warrant that was originally issued by the Company on July 5~~, 2005~~. ~~The~~07 ~~common~~Submission ~~shares were issued at an exercise price~~ of ~~$4.50~~Matters per share, for an aggregate cash purchase price of $994,666.50. In connection with this issuance, no underwriters were utilized and no commissions were paid. Following this exercise, there are no remaining term warrants entitling Millennium to ~~acquire from the Company any of the Company’s common shares or Class A Common Shares of DSW Inc.,~~ a ~~controlled~~Vote ~~subsidiary~~ of ~~the~~Security ~~Company~~Holders.

~~The~~On ~~issuance~~February 8, 2011, Retail Ventures, Inc., an Ohio corporation (“Retail Ventures”), announced that it had entered into an Agreement and ~~sale~~Plan of Merger (the ~~Company’s~~“Merger ~~common~~Agreement”) ~~shares~~with ~~discussed~~DSW ~~above~~Inc., ~~were~~an ~~exempt~~Ohio ~~from~~corporation (“DSW”) ~~the~~and DSW MS LLC, an Ohio limited liability company and a ~~registration~~wholly ~~requirements~~owned subsidiary of ~~the~~DSW ~~Securities~~(“Merger ~~Act~~LLC”), ofpursuant ~~1933~~to which Retail Ventures will merge with and into Merger LLC, with Merger LLC continuing after the merger as ~~amended~~the surviving entity and a wholly owned subsidiary of DSW (the “~~Securities Act~~Merger”). On May 19, ~~under~~2011, Retail Ventures held a ~~Section 4~~special meeting of its shareholders (2the “Special Meeting”) ofto consider a proposal to adopt the Merger Agreement and approve the Merger. The proposal is described in detail in the joint proxy statement/prospectus filed with the Securities ~~Act~~and Exchange Commission on April 11, 2011. As of March 22, 2011, the record date for determining the Retail Ventures shareholders entitled to vote on the proposals presented at the Special Meeting, there were 50,251,878 issued and outstanding Retail Ventures common shares entitled to vote at the ~~safe~~Special ~~harbor~~Meeting. ~~private~~At ~~offering~~the ~~exemption~~Special ~~provided~~Meeting, the holders of 46,992,947 issued and outstanding Retail Ventures common shares were represented in person or by ~~Rule~~proxy, constituting a quorum. The holders of a ~~506~~majority ~~promulgated~~of ~~under~~the Retail Ventures common shares outstanding and entitled to vote were required to vote in favor of the ~~Securities~~adoption ~~Act~~of asthe ~~transactions~~Merger ~~which~~Agreement ~~did~~and ~~not~~the approval ~~involve~~of athe ~~public~~Merger. ~~offering~~The shareholders approved the proposal. The vote results detailed below represent the final results as certified by the inspector of elections.

2Proposal 1 – Approve the Merger Agreement

Signature


For	Against	Abstain	Broker Non-Votes
46,978,866	12,681	1,400	•

	Retail Ventures, Inc.
Date: April 28, 2011	By:	/s/ James A. McGrady
		James A. McGrady
		Chief Executive Officer, President, Chief Financial Officer and Treasurer

Signature

3Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Retail Ventures, Inc.

Date: May 20, 2011

By: /s/ James A. McGrady
James A. McGrady
Chief Executive Officer, President,
Chief Financial Officer and Treasurer

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