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*
LAWTHER KRILL KATHERINE
(Last) (First) (Middle)
C/O ANNTAYLOR STORES CORPORATION
7 TIMES SQUARE
(Street)
NEW YORK NY 10036
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ANNTAYLOR STORES CORP [ ANN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
11/19/2010
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 11/19/2010 M 41,249 A $7.32 532,496 D
Common Stock 11/19/2010 S 41,249(1) D $25.965(2) 491,247 D
Common Stock 11/19/2010 M 52,500 A $12.7067 543,747 D
Common Stock 11/19/2010 S 52,500(1) D $25.918(3) 491,247 D
Common Stock 11/19/2010 M 16,510 A $16.8667 507,757 D
Common Stock 11/19/2010 S 16,510(1) D $26.068(4) 491,247 D
Common Stock 11/22/2010 S 10,000(1) D $25.4762(8) 481,247 D
Common Stock 11/22/2010 M 9,300 A $16.8667 490,547 D
Common Stock 11/22/2010 S 9,300(1) D $26.0601(9) 481,247 D
Common Stock 11/23/2010 M 2,315 A $16.8667 483,562 D
Common Stock 11/23/2010 S 2,315(1) D $26.064(10) 481,247 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
Employee Stock Option (right to buy) $7.32 11/19/2010 M 41,249 (5) 06/01/2019 Common Stock 41,249 $0 82,501 D
Employee Stock Option (right to buy) $12.7067 11/19/2010 M 52,500 (6) 03/11/2013 Common Stock 52,500 $0 0 D
Employee Stock Option (right to buy) $16.8667 11/19/2010 M 16,510 (7) 01/29/2012 Common Stock 16,510 $0 11,615 D
Employee Stock Option (right to buy) $16.8667 11/22/2010 M 9,300 (7) 01/29/2012 Common Stock 9,300 $0 2,315 D
Employee Stock Option (right to buy) $16.8667 11/23/2010 M 2,315 (7) 01/29/2012 Common Stock 2,315 $0 0 D
Explanation of Responses:
1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $25.8947 to $26.0000, inclusive. For all transactions reported in this Form 4 utilizing a weighted average price, the reporting person undertakes to provide to AnnTaylor Stores Corporation, any security holder of AnnTaylor Stores Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $25.8331 to $26.02, inclusive.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $26.06 to $26.0791, inclusive.
5. 1/3 of the option vested on June 1, 2010 and the remainder will vest in two equal annual installments beginning June 1, 2011.
6. This option vested in four equal annual installments beginning March 11, 2004.
7. This option vested in four equal annual installments beginning January 29, 2003.
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $25.394 to $25.55, inclusive.
9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $26.0600 to $26.0604, inclusive.
10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $26.0643 to $26.0650, inclusive.
Remarks:
/s/ Katherine L. Krill 11/23/2010
** 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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