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^*

KRIPALANI EVA M

(Last)

(First)

(Middle)

KINDERCARE LEARNING CENTER INC

650 NE HOLLADAY ST.

(Street)

PORTLAND

97232

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KINDERCARE LEARNING CENTERS INC /DE [ KDCR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr VP, General Counsel & Secty

3. Date of Earliest Transaction (Month/Day/Year)
01/07/2005

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, par value $0.02 per share	01/07/2005		S		15,790	D	$25.96⁽¹⁾	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 to Purchase under Non-Qualified Plan	$9.5	01/07/2005		D			39,474	⁽²⁾	10/27/2007	Common Stock	39,474	$16.46⁽¹⁾	0	D
Option to Purchase under Non-Qualified Plan	$12.26	01/07/2005		D			6,000	⁽³⁾	10/18/2010	Common Stock	6,000	$13.7⁽¹⁾	0	D
Option to Purchase under Non-Qualified Plan	$13.61	01/07/2005		D			10,000	⁽⁴⁾	09/01/2011	Common Stock	10,000	$12.35⁽¹⁾	0	D
Option to Purchase under Non-Qualified Plan	$14.52	01/07/2005		D			20,000	⁽⁵⁾	07/15/2012	Common Stock	20,000	$11.44⁽¹⁾	0	D
Option to Purchase under Non-Qualified Plan	$15.06	01/07/2005		D			15,000	⁽⁶⁾	08/20/2013	Common Stock	15,000	$10.9⁽¹⁾	0	D

Explanation of Responses:

1. A portion of the per security price has been deposited into escrow to secure indemnity and expense obligations of stockholders and optionholders in accordance with the terms of the agreements relating to the transaction.

2. Options granted for 39,474 shares on 10/27/97 and became exercisable for 20% of the shares on each of the first five anniversaries of 7/21/97.

3. Options granted for 6,000 shares on 10/18/00 and became exercisable for 20% of the shares on each of the first five anniversaries of 10/2/00.

4. Options granted for 10,000 shares on 9/1/01 and became exercisable for 20% of the shares on each of the first five anniversaries of 7/23/01.

5. Options granted for 20,000 shares on 7/15/02 and became exercisable for 20% of the shares on each of the first five anniversaries of 7/15/02.

6. Options granted for 15,000 shares on 8/20/03 and became exercisable for 20% of the shares on each of the first five anniversaries of 8/15/03.

	Kendra M. Decious as attorney-in-fact	01/11/2005
	** 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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