X0304 4 2011-09-15 0 0000798955 COST PLUS INC/CA/ CPWM 0001374566 MESDAG WILLEM 10100 SANTA MONICA BOULEVARD SUITE 925 LOS ANGELES CA 90067 0 0 1 0 0001374588 RED MOUNTAIN CAPITAL PARTNERS LLC 10100 SANTA MONICA BOULEVARD SUITE 925 LOS ANGELES CA 90067 0 0 0 1 Please refer to Remarks below. 0001374602 RED MOUNTAIN CAPITAL PARTNERS II, L.P. 10100 SANTA MONICA BOULEVARD SUITE 925 LOS ANGELES CA 90067 0 0 0 1 Please refer to Remarks below. 0001374600 RED MOUNTAIN CAPITAL PARTNERS III, L.P. 10100 SANTA MONICA BOULEVARD SUITE 925 LOS ANGELES CA 90067 0 0 0 1 Please refer to Remarks below. 0001374606 RMCP GP LLC 10100 SANTA MONICA BOULEVARD SUITE 925 LOS ANGELES CA 90067 0 0 0 1 Please refer to Remarks below. 0001374607 RED MOUNTAIN CAPITAL MANAGEMENT INC 10100 SANTA MONICA BOULEVARD SUITE 925 LOS ANGELES CA 90067 0 0 0 1 Please refer to Remarks below. Common Stock 2011-09-15 4 M 0 12000 4.86 A 29500 I See footnote 2 and Remark below. Common Stock 2011-09-15 4 M 0 1500 0.89 A 29500 I See footnote 2 and Remark below. Common Stock 2011-09-15 4 M 0 16000 0.85 A 29500 I See footnote 2 and Remark below. Common Stock 1542150 I See footnote 3 and Remark below. Common Stock 1656961 I See footnote 4 and Remark below. Director Stock Option (right to buy) 4.86 2011-09-15 4 M 0 12000 0 D 2011-06-23 2011-12-23 Common Stock 12000 0 D Director Stock Option (right to buy) 0.89 2011-09-15 4 M 0 1500 0 D 2011-03-23 2011-12-23 Common Stock 1500 0 D Director Stock Option (right to buy) 0.85 2011-09-15 4 M 0 16000 0 D 2011-12-23 Common Stock 16000 0 D After giving effect to all transactions on September 20, 2011. These shares are held directly by Red Mountain Capital Partners LLC ("RMCP LLC") and represent shares issued upon exercise of the corresponding director stock options previously held directly by Willem Mesdag for the benefit of RMCP LLC. These shares are held directly by Red Mountain Capital Partners II, L.P. ("RMCP II"). These shares are held directly by Red Mountain Capital Partners III, L.P. ("RMCP III"). These options were originally scheduled to vest on June 11, 2012. Subsequently, these options were accelerated and became vested on June 23, 2011. The originally scheduled expiration dates of all director stock options previously held by Willem Mesdag were each accelerated and all of such options became set to expire on December 23, 2011. 25% of these options were originally scheduled to vest on each of the first, second, third and fourth anniversary of their November 24, 2008 date of grant. Subsequently, all options that were unvested as of June 23, 2011, were accelerated and became vested on June 23, 2011. This Form 4 is jointly filed by (i) 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 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 interests 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. Each reporting person (other than RMCP LLC) disclaims beneficial ownership of any securities held directly by RMCP LLC. 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) 2011-09-21