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^*

GRIFFITHS JEFFREY W

(Last)

(First)

(Middle)

C/O LUMBER LIQUIDATORS HOLDINGS, INC.

3000 JOHN DEERE ROAD

(Street)

TOANO

23168

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Lumber Liquidators Holdings, Inc. [ LL ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2011

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	05/11/2011		M		58,000	A	$7.83	68,000	D
Common Stock	05/11/2011		S		58,000⁽¹⁾	D	$26.0837⁽²⁾⁽³⁾	10,000	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 purchase)	$7.83	05/11/2011		M			58,000	⁽⁴⁾	10/18/2016	Common Stock	58,000	$0	373,672	D

Explanation of Responses:

1. The sale of these shares was effectuated pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 2, 2011.

2. Weighted average sale price for prices ranging from $26.00 to $26.24. 42 shares were sold at $26.098 per share; 70 shares were sold at $26.125 per share; 82 shares were sold at $26.106 per share; 96 shares were sold at $26.235 per share; 100 shares were sold at each of the following prices: $26.045, $26.107 and $26.116; 109 shares were sold at $26.168 per share; 200 shares were sold at each of the following prices: $26.129 and $26.20; 204 shares were sold at $26.23 per share; 400 shares were sold at $26.24 per share; 400 shares were sold at $26.21 per share; 500 shares were sold at $26.19 per share; 791 shares were sold at $26.16 per share; 800 shares were sold at $26.15 per share; 976 shares were sold at $26.09 per share; 1,100 shares were sold at $26.07 per share; 1,242 shares were sold at $26.04 per share; 1,306 shares were sold at $26.06 per share; 1,803 shares were sold at $26.03 per share; 2,300 shares were sold at $26.05 per share (continued in Footnote 3)

3. (Continued from Footnote 2) 3,090 shares were sold at $26.11 per share; 3,197 shares were sold at $26.01 per share; 4,244 shares were sold at $26.00 per share; 5,000 shares were sold at $26.08 per share; 5,095 shares were sold at $26.12 per share; 5,750 shares were sold at $26.10 per share; 5,860 shares were sold at $26.13 per share; 5,935 shares were sold at $26.14 per share; and 7,008 shares were sold at $26.02 per share.

4. The option was granted on October 18, 2006 and became exercisable one quarter on each anniversary of the grant date.

Remarks:

	/s/ E. Livingston B. Haskell, Power of Attorney for Jeffrey W. Griffiths	05/12/2011
	** 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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