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Share Name | Share Symbol | Market | Type |
---|---|---|---|
99 Cents Only Stores Common Stock | NYSE:NDN | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 22.01 | 0.00 | 01:00:00 |
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
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OMB APPROVAL
OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5 |
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Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 |
|
1. Name and Address of Reporting Person
*
SCHIFFER KAREN |
2. Issuer Name
and
Ticker or Trading Symbol
99 CENTS ONLY STORES [ NYSE: NDN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __ X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) |
C/O 99? ONLY STORES, 4000 UNION PACIFIC AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
|
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CITY OF COMMERCE, CA 90023 |
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 | 1/13/2012 | D (1) | 75006 | D | $22 (2) | 0 | I | By spouse | ||
Common Stock | 1/13/2012 | D (1) | 6865973 | D | $22 (2) | 0 | I | See footnote (3) | ||
Common Stock | 1/13/2012 | D (4) | 909090 | D | (4) | 1456386 | D | |||
Common Stock | 1/13/2012 | D (1) | 1456386 | D | $22 (2) | 0 | D |
Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) |
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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 |
Explanation of Responses: | |
( 1) | Disposed of in connection with the Agreement and Plan of Merger, dated as of October 11, 2011, by and among 99 Cents Only Stores (the "Company"), Number Holdings, Inc., a Delaware corporation ("Parent"), and Number Merger Sub, Inc., a California corporation and a wholly owned subsidiary of Parent ("Merger Sub"). |
( 2) | As a result of the merger of Merger Sub with and into the Company (the "Merger"), each share of the Company's common stock, no par value (the "Company common stock"), was converted into the right to receive $22.00 in cash, without interest and less any applicable withholding taxes. |
( 3) | Beneficially owned through Au Zone Investments #2, L.P., a limited partnership in which the reporting person has a limited partnership interest and an interest in the partnership's general partner. |
( 4) | In connection with the Merger, the reporting person contributed 909,090 shares of Company common stock, valued at $22.00 per share, to Parent prior to the consummation of the Merger in accordance with the terms of that certain equity rollover letter, dated October 11, 2011, by and among Parent, the reporting person and certain other rollover investors. In exchange for the 909,090 shares of Company common stock, the reporting person received shares of capital stock representing approximately 3.2% of the aggregate common stock of Parent as of the closing. |
Reporting Owners
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Reporting Owner Name / Address |
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||||
Director | 10% Owner | Officer | Other | ||
SCHIFFER KAREN
C/O 99? ONLY STORES 4000 UNION PACIFIC AVENUE CITY OF COMMERCE, CA 90023 |
|
X |
|
|
Signatures
|
||
/s/ Karen Schiffer | 1/13/2012 | |
** 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. |
1 Year 99C Only Stores Chart |
1 Month 99C Only Stores Chart |
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