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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
COST PLUS INC/CA/ [ CPWM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/15/2011 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 09/15/2011 | M | 12,000 | A | $4.86 | 29,500(1) | I | See footnote 2 and Remark below.(2) | ||
Common Stock | 09/15/2011 | M | 1,500 | A | $0.89 | 29,500(1) | I | See footnote 2 and Remark below.(2) | ||
Common Stock | 09/15/2011 | M | 16,000 | A | $0.85 | 29,500(1) | I | See footnote 2 and Remark below.(2) | ||
Common Stock | 1,542,150 | I | See footnote 3 and Remark below.(3) | |||||||
Common Stock | 1,656,961 | I | See footnote 4 and Remark below.(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Director Stock Option (right to buy) | $4.86 | 09/15/2011 | M | 12,000 | 06/23/2011(5) | 12/23/2011(6) | Common Stock | 12,000 | $0 | 0 | D | ||||
Director Stock Option (right to buy) | $0.89 | 09/15/2011 | M | 1,500 | 03/23/2011 | 12/23/2011(6) | Common Stock | 1,500 | $0 | 0 | D | ||||
Director Stock Option (right to buy) | $0.85 | 09/15/2011 | M | 16,000 | (7) | 12/23/2011(6) | Common Stock | 16,000 | $0 | 0 | D |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. After giving effect to all transactions on September 20, 2011. |
2. 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. |
3. These shares are held directly by Red Mountain Capital Partners II, L.P. ("RMCP II"). |
4. These shares are held directly by Red Mountain Capital Partners III, L.P. ("RMCP III"). |
5. These options were originally scheduled to vest on June 11, 2012. Subsequently, these options were accelerated and became vested on June 23, 2011. |
6. 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. |
7. 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. |
Remarks: |
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) | 09/21/2011 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |