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*
TIRNAUER JUDD P

(Last) (First) (Middle)
C/O DESTINATION MATERNITY CORPORATION
232 STRAWBRIDGE DRIVE

(Street)
MOORESTOWN NJ 08057

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Destination Maternity Corp [ DEST ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP & CFO
3. Date of Earliest Transaction (Month/Day/Year)
03/03/2015
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 03/03/2015 F 715(1) D $16.51 40,598(2)(3) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) $11.89 (4) 01/29/2020 Common Stock 16,000 16,000 D
Stock Options (Right to Buy) $22.13 (5) 03/03/2021 Common Stock 12,000 12,000 D
Stock Options (Right to Buy) $14.51 (6) 11/18/2021 Common Stock 6,198 6,198 D
Stock Options (Right to Buy) $19.89 (7) 11/16/2022 Common Stock 8,518 8,518 D
Stock Options (Right to Buy) $30.5 (8) 12/04/2023 Common Stock 8,437 8,437 D
Stock Options (Right to Buy) $14.3 (9) 12/05/2024 Common Stock 75,353 75,353 D
Explanation of Responses:
1. 715 shares were surrendered to the Issuer to pay applicable tax withholdings on the March 3, 2015 vest of 2,000 shares from the March 3, 2011 grant of 10,000 shares.
2. Includes 16,462 shares of unvested restricted stock. This includes 2,000 shares from the March 3, 2011 grant of 10,000 shares, which grants each vest in equal annual installments over a five (5) year period; 1,355 shares from the November 18, 2011 grant of 5,417 shares, which shares vest in annual installments over a four (4) year period beginning on November 18, 2012 as follows: 1,354 shares vest on each of November 18, 2012, November 18, 2013, and November 18, 2014, and 1,355 shares vest on November 18, 2015; and 2,305 shares from the November 16, 2012 grant of 4,609 shares, which shares vest in annual installments over a four (4) year period as follows: 1,152 shares vest on each of November 16, 2013, November 16, 2014, and November 16, 2015, and 1,153 shares vest on November 16, 2016. Continued in next footnote.
3. Also includes 2,664 shares from the December 4, 2013 grant of 3,552 shares, which shares vest in four (4) equal annual installments beginning on December 4, 2014; and 8,138 shares from the December 5, 2014 grant of 8,138 shares, which shares vest in four (4) annual installments beginning on December 5, 2015 as follows: 2,034 shares vest on each of December 5, 2015 and December 5, 2017, and 2,035 shares vest on each of December 5, 2016 and December 5, 2018.
4. On January 29, 2010, options to purchase 40,000 shares were granted to the Reporting Person by the Issuer. The options vest and are exercisable in five (5) equal annual installments beginning on January 29, 2011. All of the remaining outstanding January 29, 2010 options are vested.
5. On March 3, 2011, options to purchase 20,000 shares were granted to the Reporting Person by the Issuer. The options vest and are exercisable in five (5) equal annual installments beginning on March 3, 2012. 8,000 of the remaining outstanding March 3, 2011 options are vested and 4,000 are unvested.
6. On November 18, 2011, options to purchase 12,395 shares were granted to the Reporting Person by the Issuer. The options vest and are exercisable in four (4) annual installments beginning on November 18, 2012 as follows: 3,098 shares vested on November 18, 2012, and 3,099 shares vest on each of November 18, 2013, November 18, 2014, and November 18, 2015. 3,099 of the remaining outstanding November 18, 2011 options are vested and 3,099 are unvested.
7. On November 16, 2012, options to purchase 11,357 shares were granted to the Reporting Person by the Issuer. The options vest and are exercisable in four (4) annual installments beginning on November 16, 2013 as follows: 2,839 shares vest on each of November 16, 2013, November 16, 2014, and November 16, 2015, and 2,840 options vest on November 16, 2016. 2,839 of the remaining outstanding November 16, 2012 options are vested and 5,679 are unvested.
8. On December 4, 2013, options to purchase 8,437 shares were granted to the Reporting Person by the Issuer. The options vest and are exercisable in four (4) annual installments beginning on December 4, 2014 as follows: 2,109 shares vest on each of December 4, 2014, December 4, 2015, and December 4, 2016, and 2,110 options vest on December 4, 2017. 2,109 of the outstanding December 4, 2013 options are vested and 6,328 are unvested.
9. On December 5, 2014, options to purchase 75,353 shares were granted to the Reporting Person by the Issuer. The options vest and are exercisable in four (4) annual installments beginning on December 5, 2015 as follows: 18,838 options vest on each of December 5, 2015, December 5, 2016, and December 5, 2017, and 18,839 options vest on December 5, 2018. All of the December 5, 2014 options are unvested.
Remarks:
Judd P. Tirnauer 03/04/2015
** 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).
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