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^*

GALANTI RICHARD A

(Last)

(First)

(Middle)

999 LAKE DRIVE

(Street)

ISSAQUAH

98027

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COSTCO WHOLESALE CORP /NEW [ COST ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive VP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
04/12/2011

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	04/12/2011		S		3,500	D	⁽¹⁾	53,349	D
Common Stock	04/12/2011		M		15,000	A	$38.79	68,349	D
Common Stock	04/12/2011		M		15,000	A	$39.25	83,349	D
Common Stock	04/12/2011		S		30,000	D	⁽²⁾	53,349	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	$38.79	04/12/2011		M			15,000	04/02/2002	04/02/2012	Common Stock	15,000	$38.79	0	D
Stock Option	$39.25	04/12/2011		M			15,000	04/02/2002	04/02/2012	Common Stock	15,000	$39.25	30,000	D

Explanation of Responses:

1. Shares sold as follows: 880 @ 76.4910 1100 @ 76.4920 320 @ 76.5000 500 @ 76.5006 700 @ 76.5010

2. Shares sold as follows: 1045 @ 76.5700 3200 @ 76.5800 700 @ 76.5900 2692 @ 76.6000 200 @ 76.6001 200 @ 76.6004 200 @ 76.6006 200 @ 76.6007 200 @ 76.6009 400 @ 76.6011 400 @ 76.6014 200 @ 76.6024 200 @ 76.6026 200 @ 76.6035 200 @ 76.6040 300 @ 76.6050 1710 @ 76.6100 800 @ 76.6101 200 @ 76.6103 200 @ 76.6106 200 @ 76.6109 200 @ 76.6115 200 @ 76.6116 500 @ 76.6150 2300 @ 76.6200 500 @ 76.6201 200 @ 76.6212 200 @ 76.6217 200 @ 76.6223 100 @ 76.6224 401 @ 76.6250 814 @ 76.6300 400 @ 76.6308 346 @ 76.6350 934 @ 76.6400 400 @ 76.6450 551 @ 76.6500 79 @ 76.6550 400 @ 76.6600 500 @ 76.6700 317 @ 76.6800 5151 @ 76.7000 400 @ 76.7050 1200 @ 76.7100 60 @ 76.7200

Remarks:

	Deanna K. Nakashima, attorney-in-fact	04/13/2011
	** 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.
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