X0303 4 2008-11-24 0 0000798955 COST PLUS INC/CA/ CPWM 0001374566 MESDAG WILLEM 10100 SANTA MONICA BOULEVARD SUITE 925 LOS ANGELES CA 90067 1 0 1 0 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 Common Stock 1102500 I See footnote 1 and Remark below. Common Stock 1656961 I See footnote 2 and Remark below. Director Stock Option (right to buy) 0.85 2008-11-24 4 A 0 16000 0 A 2015-11-24 Common Stock 16000 16000 D These shares are held by Red Mountain Capital Partners II, L.P. These shares are held by Red Mountain Capital Partners III, L.P. 25% of these options will vest on each of the first, second, third and fourth anniversary of their date of grant, with the result that 100% of these options will be fully exercisable on November 24, 2012. This Form 4 is jointly filed by (i) Red Mountain Capital Partners LLC ("RMCP LLC"), (ii) RMCP II, (iii) RMCP III, (iv) RMCP GP LLC ("RMCP GP"), (v) Red Mountain Capital Management, Inc. ("RMCM"), and (vi) Willem Mesdag. RMCP 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 interests therein. In addition, RMCP II disclaims beneficial ownership of any securities held directly by RMCP III, and RMCP III disclaims beneficial ownershiop of any securities held directly by RMCP II. Each reporting person (other than Mr. Mesdag) disclaims beneficial ownership of any securities held directly by Mr. Mesdag. 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. Willem Mesdag (on behalf of himself and each other reporting person hereunder) 2008-11-25