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^*

ZIMMER GEORGE

(Last)

(First)

(Middle)

6380 ROGERDALE RD.

(Street)

HOUSTON

77072

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MENS WEARHOUSE INC [ MW ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman of the Board, CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2008

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	05/12/2008⁽¹⁾		J		156,159⁽¹⁾	D	$0.00⁽¹⁾	3,059,406	I	Trust
Common Stock								66,719	I	Employee Stock Ownership Plan

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)
Variable Pre-Paid Forward Contract (ROTS)	$0.00⁽¹⁾	05/12/2008⁽¹⁾		J			156,159	05/12/2008⁽¹⁾	05/12/2008⁽¹⁾	Common Stock	0⁽¹⁾	$0.00	0⁽¹⁾	I	Trust

Explanation of Responses:

1. See remarks.

Remarks:

(A) On April 14, 2003, Mr. Zimmer and Bear, Stearns & Co. Inc. entered into an agreement pursuant to which Bear Stearns agreed to pay Mr. Zimmer an amount equal to 86.6% of the amount received by Bear Stearns on average for the sale of up to 350,000 shares of The Men's Wearhouse, Inc. common stock ("Common Stock") during a period of up to 90 days but subject to a floor price of $16.00 per share. In return, Mr. Zimmer agreed to deliver to Bear Stearns in three tranches on or around the fifth anniversary date of the last of the sales by Bear Stearns the lesser of 350,000 shares of Common Stock or a number of share which at the time of delivery has a market value equal to 100% of the amount received by Bear Stearns referred to above but not less than 280,000 shares of Common Stock; provided, however, that Mr. Zimmer has the right to elect to settle the transaction in cash in lieu of delivering shares. Mr. Zimmer pledged 350,000 shares of Common Stock to Bear Stearns to secure his obligation. On May 7, 2003, Bear Stearns provided to Mr. Zimmer the Final Transaction Supplement confirming the execution and pricing of the transaction. The number of shares set forth in this footnote are before giving effect to a three-for-two stock split effected as a 50% stock dividend in June 2005. (B) On May 12, 2008, the third of the three tranches were settled based on the closing stock price for the Company's common stock on that date as reported on the New York Stock Exchange which resulted in Mr. Zimmer delivering 156,159 shares of Common Stock to Bear Stearns.

	Claudia A. Pruitt, Attorney in Fact for Mr. Zimmer	05/14/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** 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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