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*
MCFARREN PAUL

(Last) (First) (Middle)

(Street)

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
UNITED RETAIL GROUP INC/DE [ URGI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Senior Vice President-CIO
3. Date of Earliest Transaction (Month/Day/Year)
11/16/2005
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)
Code V Amount (A) or (D) Price
Common Stock, $.001 par value 11/18/2005(1) M 11,587 A $5.5 11,587 D
Common Stock, $.001 par value 11/16/2005 S 1,000 D $10.3114 10,587 D
Common Stock, $.001 par value 11/16/2005 S 1,000 D $10.32 9,587 D
Common Stock, $.001 par value 11/16/2005 S 1,000 D $10.3244 8,587 D
Common Stock, $.001 par value 11/16/2005 S 2,000 D $10.33 6,587 D
Common Stock, $.001 par value 11/16/2005 S 2,300 D $10.35 4,287 D
Common Stock, $.001 par value 11/17/2005 S 1,700 D $10.3 2,587 D
Common Stock, $.001 par value 11/17/2005 S 2,000 D $10.31 587 D
Common Stock, $.001 par value 11/17/2005 S 587 D $10.3117 0 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $5.5 11/18/2005 M 11,587 10/02/2001(2) 10/01/2010 Common Stock 11,587 (3) 13,413 D
Explanation of Responses:
1. The transactions reported are collectively a "cashless" exercise of an employee stock option in connection with which the broker's check for the exercise price was received by the issuer on November 18, 2005, together with the notice of exercise.
2. Exercisable in five equal annual installments commencing on the date indicated, subject to acceleration in accordance with the terms of the stock option plan.
3. No consideration was paid for the issuance of the option.
Paul McFarren 11/18/2005
** 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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