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^*

Haverkost Ken

(Last)

(First)

(Middle)

5555 DARROW ROAD

(Street)

HUDSON

44236

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
JO-ANN STORES INC [ JAS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2011

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	03/18/2011		D		52,576⁽¹⁾	D	$61	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)
Stock Options (Right to Buy)	$43.58	03/18/2011		D			3,094	03/18/2011⁽²⁾	03/18/2011⁽²⁾	Common Stock	3,094	$0.00⁽²⁾	0	D
Stock Options (Right to Buy)	$40.33	03/18/2011		D			4,921	03/18/2011⁽³⁾	03/18/2011⁽³⁾	Common Stock	4,921	$0.00⁽³⁾	0	D
Stock Options (Right to Buy)	$12.68	03/18/2011		D			17,872	03/18/2011⁽⁴⁾	03/18/2011⁽⁴⁾	Common Stock	17,872	$48.32⁽⁴⁾	0	D
Stock Options (Right to Buy)	$13.52	03/18/2011		D			26,714	03/18/2011⁽⁵⁾	03/18/2011⁽⁵⁾	Common Stock	26,714	$47.48	0	D
Stock Options (Right to Buy)	$15.7	03/18/2011		D			22,886	03/18/2011⁽⁵⁾	03/18/2011⁽⁵⁾	Common Stock	22,886	$45.3	0	D

Explanation of Responses:

1. Disposed of pursuant to the merger agreement, dated as of December 23, 2010, by and among the Company, Needle Holdings Inc. and Needle Merger Sub Corp. (the "Merger Agreement"). Pursuant to the Merger Agreement, effective as of March 18, 2011, the Company's common shares were automatically cancelled and converted into the right to receive $61.00 in cash.

2. Pursuant to an individual agreement entered into in connection with the merger, these options were exchanged for options to purchase 72 shares of Needle Holdings Inc.'s common stock for $250 per share.

3. Pursuant to an individual agreement entered into in connection with the merger, these options were exchanged for options to purchase 136 shares of Needle Holdings Inc.'s common stock for $250 per share.

4. Disposed of pursuant to the Merger Agreement. Of these 17,872 options, 397 options, whether vested or unvested, were cancelled and converted into the right to receive per share the excess of $61.00 over the per share exercise price, less any required withholding taxes. Of these 17,872 options, 17,475 were were exchanged for options to purchase 1,126 shares of Needle Holdings Inc.'s common stock for $250 per share.

5. Disposed of pursuant to the Merger Agreement. Options, whether vested or unvested, were cancelled and converted into the right to receive per share the excess of $61.00 over the per share exercise price, less any required withholding taxes.

Remarks:

	/s/Ken Haverkost	03/22/2011
	** Signature of Reporting Person	Date
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* 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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