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^*

BROTMAN JEFFREY H

(Last)

(First)

(Middle)

999 LAKE DRIVE

(Street)

ISSAQUAH

98027

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COSTCO WHOLESALE CORP /NEW [ COST ]

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

3. Date of Earliest Transaction (Month/Day/Year)
04/25/2011

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	04/25/2011		M		100,000	A	$39.65	180,392	D
Common Stock	04/25/2011		S		100,000	D	⁽¹⁾	80,392	D
Common Stock	04/26/2011		M		50,000	A	$39.65	130,392	D
Common Stock	04/26/2011		S		50,000	D	⁽²⁾	80,392	D
Common Stock								20	I	Justin Brotman
Common Stock								736,703.04⁽³⁾	I	1984 Brotman Family Trust

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)
Stock Option	$39.65	04/25/2011		M			100,000	04/01/2002	04/01/2012	Common Stock	100,000	$39.65	50,000	D
Stock Option	$39.65	04/26/2011		M			50,000	04/01/2002	04/01/2012	Common Stock	50,000	$39.65	0	D

Explanation of Responses:

1. Shares sold as follows: 51644 @ 78.5000 100 @ 78.5001 100 @ 78.5003 1486 @ 78.5100 500 @ 78.5101 100 @ 78.5103 100 @ 78.5105 100 @ 78.5109 200 @ 78.5112 100 @ 78.5113 200 @ 78.5117 200 @ 78.5120 543 @ 78.5150 928 @ 78.5200 408 @ 78.5300 200 @ 78.5400 200 @ 78.5450 5078 @ 78.5500 300 @ 78.5501 100 @ 78.5502 100 @ 78.5506 100 @ 78.5508 100 @ 78.5512 1237 @ 78.5550 3558 @ 78.5600 42 @ 78.5609 100 @ 78.5625 100 @ 78.5630 600 @ 78.5650 500 @ 78.5700 16223 @ 78.6000 3000 @ 78.6001 100 @ 78.6002 100 @ 78.6004 200 @ 78.6008 200 @ 78.6011 100 @ 78.6025 300 @ 78.6050 2504 @ 78.6100 1001 @ 78.6200 100 @ 78.6202 300 @ 78.6206 100 @ 78.6207 100 @ 78.6212 1443 @ 78.6250 4205 @ 78.6300 1000 @ 78.6500

2. Shares sold as follows: 23444 @ 78.5000 400 @ 78.5100 100 @ 78.5300 3357 @ 78.6000 1664 @ 78.6100 200 @ 78.6101 100 @ 78.6110 1309 @ 78.6200 100 @ 78.6205 1155 @ 78.6300 200 @ 78.6305 131 @ 78.6313 69 @ 78.6317 200 @ 78.6350 2263 @ 78.6400 200 @ 78.6475 1545 @ 78.6500 200 @ 78.6505 200 @ 78.6516 563 @ 78.6600 1701 @ 78.6700 1200 @ 78.6800 1600 @ 78.6900 3743 @ 78.7000 1100 @ 78.7100 700 @ 78.7300 100 @ 78.7355 356 @ 78.7500 200 @ 78.7550 100 @ 78.7606 600 @ 78.7700 100 @ 78.7716 400 @ 78.8200 700 @ 78.8400

3. Mr. Brotman disclaims beneficial ownership of shares owned by the trust. Mr. Brotman is not a trustee of this trust nor does he have investment control over the trust's assets. Mr. Brotman is one of a number of beneficiaries of the trust.

Remarks:

	Deanna K. Nakashima, attorney-in-fact	04/26/2011
	** 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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