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^*

DEMARSILIS SALLIE A

(Last)

(First)

(Middle)

C/O ANNTAYLOR STORES CORPORATION

142 WEST 57TH STREET

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TAYLOR ANN STORES CORP [ ANN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP/Finance

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2002

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	03/12/2002		M		665	A	$33	3,200	D
Common Stock	03/12/2002		M		499	A	$21	3,699	D
Common Stock	03/12/2002		M		300	A	$25.1	3,999	D
Common Stock	03/12/2002		S		1,135	D	$43.22	2,864	D
Common Stock	03/12/2002		S		329	D	$43.29	2,535	D
Common Stock	08/13/2004		M		5,623	A	$19.611	17,461⁽¹⁾	D
Common Stock	08/13/2004		M		3,003	A	$14.667	20,464	D
Common Stock	08/13/2004		M		4,950	A	$11.1555	25,414	D
Common Stock	08/13/2004		S		1,276	D	$23.7	24,138	D
Common Stock	08/13/2004		S		100	D	$23.69	24,038	D
Common Stock	08/13/2004		S		100	D	$23.66	23,938	D
Common Stock	08/13/2004		S		12,100	D	$23.62	11,838	D
Common Stock	08/16/2004		M		2,812	A	$11.1555	14,650	D
Common Stock	08/16/2004		M		2,531	A	$12.7067	17,181	D
Common Stock	08/16/2004		S		1,243	D	$24.13	15,938	D
Common Stock	08/16/2004		S		4,100	D	$24.1	11,838⁽²⁾	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)
Employee Stock Option (right to buy)	$33	03/12/2002		M			665	⁽³⁾	02/24/2005	Common Stock	665	$0	0	D
Employee Stock Option (right to buy)	$21	03/12/2002		M			499	⁽⁴⁾	02/20/2007	Common Stock	499	$0	0	D
Employee Stock Option (right to buy)	$25.1	03/12/2002		M			300	⁽⁵⁾	03/07/2011	Common Stock	300	$0	4,700	D
Employee Stock Option (right to buy)	$19.611⁽⁶⁾	08/13/2004		M			3,750⁽⁶⁾	⁽⁷⁾	11/07/2004	Common Stock	3,750⁽⁶⁾	$0	0	D
Employee Stock Option (right to buy)	$19.611⁽⁸⁾	08/13/2004		M			1,873⁽⁸⁾	⁽⁹⁾	11/07/2004	Common Stock	1,873⁽⁸⁾	$0	0	D
Employee Stock Option (right to buy)	$14.667⁽¹⁰⁾	08/13/2004		M			3,003⁽¹⁰⁾	⁽⁹⁾	02/24/2005	Common Stock	3,003⁽¹⁰⁾	$0	0	D
Employee Stock Option (right to buy)	$11.1555⁽¹¹⁾	08/13/2004		M			4,950⁽¹¹⁾	⁽⁵⁾	03/07/2011	Common Stock	4,950⁽¹¹⁾	$0	5,625	D
Employee Stock Option (right to buy)	$11.1555	08/16/2004		M			2,812	⁽⁵⁾	03/07/2011	Common Stock	2,812	$0	2,813	D
Employee Stock Option (right to buy)	$12.7067⁽¹²⁾	08/16/2004		M			2,531⁽¹²⁾	⁽¹³⁾	03/11/2013	Common Stock	2,531⁽¹²⁾	$0	7,594	D

Explanation of Responses:

1. On May 26, 2004, the Company's common stock split 3-for-2, resulting in an adjustment to the reporting person's holdings of common stock by an additional 3,946 shares since the transaction reported on March 15, 2004.

2. Reflects holdings of 1,205.559675 in the Company's Associate Discount Stock Purchase Plan.

3. This option vested in four equal annual installments beginning on February 24, 1996.

4. This option vested in four equal annual installments beginning on February 20, 1998.

5. This option vests in four equal annual installments beginning on March 7, 2002.

6. This option was previously reported as covering 1,667 shares at an exercise price of $44.125 per share, but has been adjusted to reflect two stock splits which occurred on May 20, 2002 and May 26, 2004 (the "Stock Splits").

7. This option vested in four equal annual installments beginning on November 7, 1995.

8. This option was previously reported as covering 833 shares at an exercise price of $44.125 per share, but has been adjusted to reflect the Stock Splits.

9. This option vested based on either the satisfaction of certain performance criteria or nine years after the grant date.

10. This option was previously reported as covering 1,335 shares at an exercise price of $33.00 per share, but has been adjusted to reflect the Stock Splits.

11. This option is reported above as covering 4,700 shares remaining as of March 12, 2002 at an exercise price of $25.10 per share, but has been adjusted to reflect the Stock Splits.

12. This option was previously reported as covering 6,750 shares at an exercise price of $19.06 per share, but has been adjusted to reflect the stock split which occurred on May 26, 2004.

13. This option vests in four equal annual installments beginning on March 11, 2004.

Remarks:

	Sallie A. DeMarsilis	08/17/2004
	** 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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