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^*

FITZGERALD DEIRDRE

(Last)

(First)

(Middle)

C/O THE TALBOTS, INC.

ONE TALBOTS DRIVE

(Street)

HINGHAM

02043

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TALBOTS INC [ TLB ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Gen Merchandise Manager

3. Date of Earliest Transaction (Month/Day/Year)
08/03/2012

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 $0.01 per share⁽¹⁾	08/03/2012		U		16,699	D	$2.75	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)
Stock Option (Right to Buy)	$2.36	08/03/2012		D⁽²⁾			8,500	⁽³⁾	04/30/2019	Common Stock	8,500	$0.39	0	D

Explanation of Responses:

1. On August 3, 2012, TLB Merger Sub Inc. ("Sub"), a direct wholly owned subsidiary of TLB Holdings LLC ("Parent"), successfully completed the tender offer (?Offer?) for all outstanding shares of common stock of The Talbots, Inc. ("Issuer") pursuant to the Agreement and Plan of Merger, dated May 30, 2012, by and among the Issuer, Sub and Parent, as amended by Amendment No. 1, dated July 20, 2012 (the "Merger Agreement"). Following the Offer on August 3, 2012, Sub merged with and into Issuer with Issuer surviving the merger as a wholly owned subsidiary of Parent (the "Merger"). To the extent unvested, all outstanding restricted stock and options under the Issuer?s 2003 Executive Stock Based Incentive Plan became vested pursuant to plan terms upon acceptance of the tendered shares in the Offer.

2. Pursuant to the Merger Agreement, each option to acquire shares of Issuer common stock vested and was cancelled at the effective time of the Merger in exchange for the right to receive a cash amount equal to the number of shares underlying the option multiplied by the difference between the per share merger consideration of $2.75 and the per share exercise price of this option.

3. This option provided for vesting in three equal annual installments beginning on April 30, 2010.

Remarks:

	/s/ Warren J. Casey, Attorney-in-Fact	08/07/2012
	** 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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