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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
SARGENT RONALD

(Last) (First) (Middle)
FIVE HUNDRED STAPLES DRIVE

(Street)
FRAMINGHAM MA 01702

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
STAPLES INC [ SPLS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
06/28/2012
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)
Code V Amount (A) or (D) Price
Common Stock 1,265,606(1) D
Common Stock 2,910 I Ronald L. Sargent GRAT 2007
Common Stock 49,598 I Ronald L. Sargent Rev TR
Common Stock 619,174 I Sargent Partners LLC
Common Stock 43,577 I Sargent Family Inv. LLC
Common Stock 19,313 I Jill Sargent Irr. TR
Common Stock 19,313 I Ronald L. Sargent Irr. TR
Common Stock 204,000 I Ronald L. Sargent GRAT 2011
Common Stock 06/28/2012 M 240,000 A $10.6266 1,295,828 D
Common Stock 06/28/2012 S(6) 240,000(7) D $12.5321 1,055,828 D
Common Stock 06/29/2012 M 285,000 A $10.6266 1,340,828 D
Common Stock 06/29/2012 S(6) 240,000(8) D $12.9378 1,100,828 D
Common Stock 07/01/2012 F 24,593 D $13.05 1,076,235 D
Common Stock 07/02/2012 A(10) 189,371 A $0 1,265,606 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
Phantom Stock Unit SERP (2) (3) (3) Common Stock 8,235.258 8,235.258 D
Phantom Stock Unit 401(k) (4) (3) (3) Common Stock 6,910.813 6,910.813 D
Option to Purchase $10.6266 06/28/2012 M 240,000 08/01/2003(5) 08/01/2012 Common Stock 240,000 $0(3) 285,000 D
Option to Purchase $10.6266 06/29/2012 M 285,000 08/01/2003(5) 08/01/2012 Common Stock 285,000 $0(3) 0 D
Option to Purchase $13.03 07/02/2012 A 765,444 07/02/2013(9) 07/02/2022 Common Stock 765,444 $0(3) 765,444 D
Explanation of Responses:
1. ESPP - Adjusted to reflect additional shares acquired through reporting person's participation in Staples Employee Stock Purchase Plan.
2. Phantom Stock Units are held in a SERP and are payable in cash following the reporting person's termination of employment. No of underlying shares of common stock are based on July 2, 2012 account statement.
3. See Table II, Column 2
4. Phantom Stock Units are held in a 401(k) and are payable in cash following the reporting person's termination of employment. Number of underlying shares of common stock are based on July 2, 2012 account statement.
5. Monthly Vesting: Restricted by vesting schedule as follows: 25% will vest on the Date Exercisable and 2.083% will vest each month thereafter.
6. These shares were sold to satisfy the option costs and withholding tax liability associated with the exercise of non-qualified options.
7. The price reported represents the weighted average sales price of shares sold on June 28, 2012. Shares were sold at prices ranging from $12.50 to $12.605 per share. The reporting person hereby undertakes, upon the request of the Staff of the U.S. Securities and Exchange Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
8. The price reported represents the weighted average sales price of shares sold on June 29, 2012. Shares were sold at prices ranging from $12.84 to $13.05 per share. The reporting person hereby undertakes, upon the request of the Staff of the U.S. Securities and Exchange Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
9. Four Year Vesting: Options exercisable in four annual installments beginning on date stated.
10. Restricted Stock Vesting 50% on the 2nd anniversary of the date of grant and 50% on the 3rd anniversary of the date of grant.
Cynthia Pevehouse, attorney-in-fact 07/02/2012
** 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).
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.