X0202 4 2007-12-06 0 0000798955 COST PLUS INC/CA/ CPWM 0001374588 RED MOUNTAIN CAPITAL PARTNERS LLC 10100 SANTA MONICA BOULEVARD SUITE 925 LOS ANGELES CA 90067 0 0 1 0 0001374602 RED MOUNTAIN CAPITAL PARTNERS II, L.P. 10100 SANTA MONICA BOULEVARD SUITE 925 LOS ANGELES CA 90067 0 0 1 0 0001374600 RED MOUNTAIN CAPITAL PARTNERS III, L.P. 10100 SANTA MONICA BOULEVARD SUITE 925 LOS ANGELES CA 90067 0 0 1 0 0001374606 RMCP GP LLC 10100 SANTA MONICA BOULEVARD SUITE 925 LOS ANGELES CA 90067 0 0 1 0 0001374607 RED MOUNTAIN CAPITAL MANAGEMENT INC 10100 SANTA MONICA BOULEVARD SUITE 925 LOS ANGELES CA 90067 0 0 1 0 0001374566 MESDAG WILLEM 10100 SANTA MONICA BOULEVARD SUITE 925 LOS ANGELES CA 90067 0 0 1 0 Common Stock 1102500 I See footnote 1 and Remarks below. Common Stock 2007-12-06 4 P 0 66954 3.3711 A 1615665 I See footnote 2 and Remarks below. Common Stock 2007-12-07 4 P 0 41296 3.8163 A 1656961 I See footnote 2 and Remarks below. These shares are held by RMCP II (as defined in Remarks below). These shares are held by RMCP III (as defined in Remarks below). This Form 4 is being filed to report purchases of common stock of Cost Plus, Inc. ("Common Stock") that were made by RMCP III on December 6, 2007 and December 7, 2007. The purchases made on December 6, 2007 are being reported on a separate row from the purchases made on December 7, 2007. The aggregate number of shares of Common Stock held by RMCP III after giving effect to all such purchases is 1,656,961. This Form 4 is jointly filed by (i) Red Mountain Capital Partners LLC ("RMCP LLC"), (ii) Red Mountain Capital Partners II, L.P. ("RMCP II"), (iii) Red Mountain Capital Partners III, L.P. ("RMCP III"), (iv) RMCP GP LLC ("RMCP GP"), (v) Red Mountain Capital Management, Inc. ("RMCM"), and (vi) Willem Mesdag. The combined number of shares of Common Stock held by RMCP II and RMCP III after giving effect to the transactions reported in this Form 4 is 2,759,461. RMCP GP is the general partner of each of RMCP II and RMCP III. RMCP LLC is the managing member of RMCP GP. RMCM is the managing member of RMCP LLC. Mr. Mesdag is the president, sole executive officer, sole director and sole shareholder of RMCM. Each of the reporting persons hereunder disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein. In addition, RMCP II disclaims beneficial ownership of any securities held directly by RMCP III, and RMCP III disclaims beneficial ownership of any securities held directly by RMCP II. This Form 4 shall not be deemed to be an admission that any reporting person hereunder is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. /s/ Willem Mesdag (on behalf of himself and each other reporting person hereunder) 2007-12-10