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^*

Beaith Edmond C.

(Last)

(First)

(Middle)

401 COTTAGE STREET

(Street)

ABILENE

67410

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ALCO STORES INC [ ALCS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. VP/CIO

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2012

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)
Common stock	11/01/2012		X		345⁽¹⁾	A	$9.25	345	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)
Stock option (right to buy 08/25/2008)	$14.08							08/25/2009⁽²⁾⁽³⁾	08/25/2013	Common stock	10,000		10,000	D
Stock option (right to buy 03/13/2009)	$9.25	11/01/2012		X			3,750⁽¹⁾	03/13/2010⁽⁴⁾	03/13/2014	Common stock	1,250	⁽¹⁾	11,250	D
Stock option (right to buy 04/30/2012)	$9.82							04/30/2013⁽⁵⁾	04/30/2017	Common stock	7,500		18,750	D
Stock option (right to buy 07/06/2012)	$9.43							07/06/2013⁽⁶⁾	07/06/2022	Common stock	5,250		24,000	D
Stock option (performance based 07/06/2012)	$9.43							⁽⁷⁾	07/06/2022	Common stock	12,250		36,250	D

Explanation of Responses:

1. Shares were granted in exchange for the cancellation of Mr. Beaith's 3,750 vested stock options granted on March 13, 2009. Mr. Beaith elected net exercise of his options so that in exchange for cancellation of his 3,750 vested options, he received the number of shares of ALCO, Inc.'s common stock equal to: the difference between $10.19, which is the fair market value of a share of ALCO, Inc.'s common stock on the exercise date of October 31, 2012 and the option price of $9.25, multiplied by 3,750, less any tax withholdings to the extent required, and divided by $10.19.

2. The option becomes exercisable in four equal installments on August 25, 2009, 2010, 2011, and 2012.

3. Mr. Beaith was not an Executive Officer when the August 25, 2008 stock option was granted therefore it was not reported at that time.

4. The options become exercisable in four equal installments on March 13, 2010, 2011, 2012, and 2013.

5. The options become exercisable in four equal installments on April 30, 2013, 2014, 2015, and 2016.

6. The options become exercisable in four equal installments on July 6, 2013, 2014, 2015, and 2016.

7. The options will one-half vest when Alco Stores, Inc. reaches a target Return on Equity of 5% as defined in the Company's Bonus Plan; and the remaining one-half will vest 12 months later if the optionee is still an employee of Alco Stores, Inc.

	/s/ Edmond C. Beaith	11/13/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** 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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