4 1 larsen4_031703.htm Form 4
Form 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person*

Larsen          Edward          L.
2. Issuer Name and Ticker or Trading Symbol

The Talbots, Inc. (“TLB”)

6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
[_]    Director                    [_]     10% Owner
[X]    Officer (give             [_]    Other (specify
                  title below)                     below)

Senior Vice President, Finance,
Chief Financial Officer and Treasurer

(Last)             (First)            (Middle)



c/o The Talbots, Inc.
One Talbots Drive
3. I.R.S. Identification Number of Reporting Person, if an entity
(voluntary)

4. Statement for Month/Day/Year

3/13/03
(Street)

Hingham,           MA           02043
5. If Amendment, Date of Original (Month/Day/Year)
7. Individual or Joint/Group Filing
(Check Applicable Line)
[X]  Form filed by One Reporting Person
[_] Form filed by More than One Reporting Person
(City)             (State)             (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(mm/dd/yy)

2A.
Deemed
Execution
Date, if
any
(mm/dd/yy)
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
(Instr. 3 and 4)
6. Owner-
ship 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, par value $0.01 per share  3/13/03   A   12,500 A   12,500 D(1)  
Common Stock, par value $0.01 per share               22,000 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Explanation of Responses:
(1)     Performance Accelerated Restricted Stock (“PARS”) subject to vesting as follows: if the Company’s average return on net assets (“RONA”) over three years as compared to RONA of a peer group of retail companies exceeds certain levels, all or part of the PARS would vest at that time based on the level of achievement against the performance goals. In all events, if not earlier vested, PARS will vest on March 13, 2008. Subject to shareholder approval.

 

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SEC 1474 (9-02)

FORM 4 (continued)
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
(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
Underlying Securities
(Instr. 3 and 4)
8. Price of
Derivative
Security
(Instr. 5)

9.Number of
Deriv-
ative
Secur-
ities
Bene-
ficially
Owned
Follow-
ing
Reported
Trans-
action(s)

(Instr. 4)

10. Owner-
ship
Form of
Deriv-
ative
Security:
Direct (D) or Indirect (I)
(Instr. 4)
11. Nature
of
Indirect
Benefi-
cial
Owner-
ship
(Instr. 4)
Code V (A) (D) Date
Exercisable
Expiration
Date
Title Amount or
Number
of Shares
Executive Stock Options (Right to Buy)(1) $25.00 3/13/03   A   35,000   (1) 3/13/13 Common Stock 35,000 $0.00 35,000 D  
Explanation of Responses:

(1)     Granted as non-qualified options pursuant to The Talbots, Inc. 2003 Executive Stock Based Incentive Plan, which is a Rule 16b-3 plan. Options are exercisable in one-third increments on March 13, 2004, March 13, 2005 and March 13, 2006. Subject to shareholder approval.

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). WARREN J. CASEY
**Signature of Reporting Person
Warren J. Casey, Attorney-in-Fact
March 17, 2003  
Date
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