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^*

HUDSON KATHERINE M

(Last)

(First)

(Middle)

450 WINKS LANE

(Street)

BENSALEM

19020

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CHARMING SHOPPES INC [ CHRS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/14/2012

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	06/14/2012		U		163,189⁽¹⁾	D	$7.35	71,578	D
Common Stock	06/14/2012		D		71,578⁽²⁾	D	$7.35	0	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)
Option (right to buy)	$4.78	06/14/2012		D			6,500⁽³⁾	06/01/2004	06/26/2013	Common Stock	6,500	$7.35	0	D
Restricted Stock Units	$0⁽⁴⁾	06/14/2012		D			3,000⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	3,000	$7.35	0	D
Deferred Shares	$0⁽⁴⁾	06/14/2012		D			18,296⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	18,296	$7.35	0	D

Explanation of Responses:

1. Disposition of shares in tender offer which constitutes a change in control for cash consideration equal to $7.35 per share.

2. Disposition of shares resulting from restricted stock units and other deferrals pursuant to a merger for cash consideration equal to $7.35 per share in a transaction exempt under Rule 16b-3(e).

3. Option canceled pursuant to a merger in exchange for cash consideration equal to the difference between $7.35 and the exercise price of the option multiplied by the number of options canceled. This transaction is exempt under Rule 16b-3(e).

4. Restricted stock units ("RSUs") and deferred shares canceled pursuant to a merger in exchange for cash consideration equal to $7.35 per RSU or deferred share. RSUs and deferred shares were settleable upon termination of service as a director or earlier upon a change in control. RSUs and deferred shares generally were settleable by issuance of one share, or the cash value of one share, for each RSU or deferred share being settled. This transaction is exempt under Rule 16b-3(e). A change in control became effective on the transaction date.

	Katherine M. Hudson	06/14/2012
	** 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).
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