X0304 4 2012-01-13 1 0001011290 99 CENTS ONLY STORES NYSE: NDN 0001375009 Woo Peter C/O 99? ONLY STORES 4000 UNION PACIFIC AVENUE CITY OF COMMERCE CA 90023 1 0 0 0 Common Stock 2012-01-13 4 D 0 25000 22 D 0 D Stock Option (right to buy) 18.82 2011-09-07 4 D 0 9000 0 D 2021-09-07 Common Stock 9000 0 D Stock Option (right to buy) 17.88 2010-09-14 4 D 0 9000 0 D 2020-09-14 Common Stock 9000 0 D Stock Option (right to buy) 13.52 2009-09-16 4 D 0 9000 0 D 2019-09-16 Common Stock 9000 0 D Stock Option (right to buy) 10.67 2008-09-23 4 D 0 9000 0 D 2018-09-23 Common Stock 9000 0 D Stock Option (right to buy) 10.11 2007-11-14 4 D 0 9000 0 D 2017-11-14 Common Stock 9000 0 D Stock Option (right to buy) 14.17 2007-06-04 4 D 0 3000 0 D 2017-06-04 Common Stock 3000 0 D Disposed of in connection with the Agreement and Plan of Merger, dated as of October 11, 2011, by and among 99 Cents Only Stores (the "Company"), Number Holdings, Inc., a Delaware corporation ("Parent"), and Number Merger Sub, Inc., a California corporation and a wholly owned subsidiary of Parent ("Merger Sub"). As a result of the merger of Merger Sub with and into the Company (the "Merger"), each share of the Company's common stock, no par value (the "Company common stock"), was converted into the right to receive $22.00 in cash, without interest and less any applicable withholding taxes. The options were scheduled to become exercisable in three equal annual installments beginning on September 7, 2012, and at the effective time of the Merger, the options became fully vested. Each outstanding stock option granted under the Company's equity incentive plans that represented the right to acquire Company common stock, whether or not then vested and exercisable, was, as of immediately prior to the effective time of the Merger, fully vested and exercisable contingent on the closing of the Merger and cancelled as of the effective time of the Merger. The holder of the stock option is entitled to receive a cash payment for each share of Company common stock subject to such stock option, equal to the excess, if any, of (i) the $22.00 per share merger consideration over (ii) the option exercise price payable in respect of such share of Company common stock issuable under such stock option, without interest and less any applicable withholding taxes. This option was cancelled in exchange for a cash payment of $28,620. The options became exercisable in three equal annual installments beginning on September 14, 2011, and at the effective time of the Merger, the unvested portion became fully vested. This option was cancelled in exchange for a cash payment of $37,080. The options became exercisable in three equal annual installments beginning on September 16, 2010, and at the effective time of the Merger, the unvested portion became fully vested. This option was cancelled in exchange for a cash payment of $76,320. The options became exercisable in three equal annual installments beginning on September 23, 2009, and at the effective time of the Merger, the unvested portion became fully vested. This option was cancelled in exchange for a cash payment of $101,970. The options became exercisable in three equal annual installments beginning on November 14, 2008. This option was cancelled in exchange for a cash payment of $107,010. The options became exercisable in three equal annual installments beginning on June 4, 2008. This option was cancelled in exchange for a cash payment of $23,490. /s/ Peter Woo 2012-01-13