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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OMB Number:			3235-0287
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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^*

MOLDAW STUART G

(Last)

(First)

(Middle)

C/O THE GYMBOREE CORPORATION

500 HOWARD STREET

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GYMBOREE CORP [ GYMB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2006

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	03/20/2006		M		20,938	A	$24.25	20,938	D
Common Stock	03/20/2006		M		4,062	A	$24.25	25,000	D
Common Stock	03/20/2006		S		411	D	$25.48	24,589	D
Common Stock	03/20/2006		S		3,467	D	$25.51	21,122	D
Common Stock	03/20/2006		S		1,800	D	$25.519	19,322	D
Common Stock	03/20/2006		S		100	D	$25.52	19,222	D
Common Stock	03/20/2006		S		2,599	D	$25.521	16,623	D
Common Stock	03/20/2006		S		4,600	D	$25.523	12,023	D
Common Stock	03/20/2006		M		111	D	$25.53	11,912	D
Common Stock	03/20/2006		S		4,589	D	$25.54	7,323	D
Common Stock	03/20/2006		S		49	D	$25.55	7,274	D
Common Stock	03/20/2006		S		1,000	D	$25.63	6,274	D
Common Stock	03/20/2006		S		300	D	$25.77	5,974	D
Common Stock	03/20/2006		S		1,000	D	$25.78	4,974	D
Common Stock	03/20/2006		S		1,400	D	$25.81	3,574	D
Common Stock	03/20/2006		S		400	D	$25.84	3,174	D
Common Stock	03/20/2006		S		290	D	$25.85	2,884	D
Common Stock	03/20/2006		S		2,400	D	$25.854	484	D
Common Stock	03/20/2006		S		203	D	$25.86	281	D
Common Stock	03/20/2006		S		259	D	$25.87	22	D
Common Stock	03/20/2006		S		22	D	$25.89	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 Option (Right to Buy)	$24.25	03/20/2006		M			20,938	05/04/1996⁽¹⁾	04/04/2006	Common Stock	20,938	$0	4,062	D
Stock Option (Right to Buy)	$24.25	03/20/2006		M			4,062	05/04/1996⁽¹⁾	04/04/2006	Common Stock	4,062	$0	0	D

Explanation of Responses:

1. 1/48th of the total shares originally subject to the option become exercisable at the end of each one-month period from the date of grant.

	By: Kimberly Holtz MacMillan as Attorney-in-Fact	03/20/2006
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.