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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* Goodys Holdings, Inc (Last) (First) (Middle) C/O GMM CAPITAL 689 5TH AVENUE, 14TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol GOODYS FAMILY CLOTHING INC /TN [ GDYS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 01/27/2006
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, no par value per share	01/27/2006	01/27/2006	P		33,000,000	A	$9.6(1)	33,000,000(1)	D(2)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Goodys Holdings, Inc (Last) (First) (Middle) C/O GMM CAPITAL 689 5TH AVENUE, 14TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GMM Trust (Last) (First) (Middle) C/O GMM CAPITAL 689 5TH AVENUE, 14TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GMM Capital LLC (Last) (First) (Middle) C/O IID LLC 689 FIFTH AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. See Remark 1.

2. See Remark 2.

Remarks:

(1) Pursuant to the Acquisition Agreement and Agreement and Plan of Merger, dated October 27, 2005, by and among Goody's Family Clothing, Inc. (the "Company"), GF Acquisition Corp. and Goody's Holdings, Inc. (formerly GF Goods Inc.), GF Acquisition Corp. merged with and into the Company on January 27, 2006 via a short-form merger. In the merger, all outstanding shares of the Company were cancelled and converted into the right to receive the merger consideration of $9.60 per share, and each outstanding share of GF Acquisition Corp. was converted into 330,000 shares of common stock, no par value per share, of the Company. As a result, Goody's Holdings, Inc., which owned 100% of GF Acquisition Corp., now owns all 33,000,000 of the outstanding shares of common stock of the Company. Following the consummation of the merger, the surviving corporation has terminated the registration of its shares under the Securities Exchange Act of 1934 and such shares were delisted from the NASDAQ National Market. (2) Goody's Holdings, Inc., is owned in equal parts by GMM Capital LLC and PGDYS LLC. GMM Trust is the managing member of GMM Capital LLC, and Prentice Capital Management, LP is the managing member of PGDYS LLC.

	Goody's Holdings, Inc. By: /s/ Isaac Dabah Title: President and Chief Executive Officer	01/27/2006
	GMM Capital LLC By: /s/ Isaac Dabah Title: Executive Director	01/27/2006
	GMM Trust By: /s/ Isaac Dabah Title: Trustee	01/27/2006
	** 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).
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