SEC FORM 4

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

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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^*

VON MENTZER PER

(Last)

(First)

(Middle)

C/O THE CONTAINER STORE GROUP, INC.

500 FREEPORT PARKWAY

(Street)

COPPELL

75019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Container Store Group, Inc. [ TCS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO OF ELFA

3. Date of Earliest Transaction (Month/Day/Year)
11/06/2013

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
12% Senior Cumulative Preferred Stock	11/06/2013		D		35⁽¹⁾	D	$0	0	D
Common Stock	11/06/2013		A		1,944⁽²⁾	A	$0	3,708⁽²⁾	D
12% Junior Cumulative Preferred Stock	11/06/2013		D		35⁽¹⁾	D	$0	0	D
Common Stock	11/06/2013		A		3,356⁽²⁾	A	$0	7,064⁽²⁾	D
Common Stock	11/06/2013		P		25,000	A	$18	32,064	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. As more fully described in the Issuer's Registration Statement on Form S-1 (Registration No. 333-191465) (the "Registration Statement"), in connection with the Issuer's initial public offering (the "Offering"), upon the closing of the Offering, each outstanding share of 12% Senior Cumulative Preferred Stock ("Senior Preferred Stock") and 12% Junior Cumulative Preferred Stock ("Junior Preferred Stock" and, collectively with Senior Preferred Stock, the "Preferred Stock") were exchanged (the "Preferred Stock Exchange") for a number of shares of Common Stock of the Issuer determined by dividing (a) the liquidation preference amount of such Preferred Stock by (b) with respect to the Senior Preferred Stock, the initial public offering price of $18.00 and, with respect to the Junior Preferred Stock, the Junior Preferred Stock Exchange Price (as defined in the Registration Statement).

2. Prior to the closing of the Issuer's initial public offering the Issuer effected a one (1) to 5.88046593587358 forward split of its Common Stock (the "Stock Split"). The aggregate number of shares of Common Stock reported in this line item reflects the Preferred Stock Exchange and the Stock Split and any fractional share adjustments.

	/s/ Joan Manson, Attorney-in-Fact for Per von Mentzer	11/07/2013
	** 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).
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