| 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
CHILDRENS PLACE RETAIL STORES INC [ PLCE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/31/2010 | ||||||||||||||||||||||||||
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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, par value $0.10 per share | 01/31/2010(1) | A | 3,081 | A | $0 | 8,335 | D | |||
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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 | ||||||||
| Explanation of Responses: |
| 1. Represents shares of common stock, par value $0.10 per share, of The Children's Place Retail Stores, Inc. (the "Company") underlying a deferred stock award granted under the Company's Amended and Restated 2005 Equity Incentive Plan, as amended, on Sunday, January 31, 2010 (the "Plan"), which shares are deliverable to the reporting person on the first anniversary of the date of grant of the deferred stock award, subject to the terms and conditions of the Plan. |
| Remarks: |
| Exhibit List Exhibit 24.1 - Power of Attorney |
| /s/ James E. Myers, as Attorney-In-Fact for Malcolm L. Elvey | 02/03/2010 | |
| ** 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. | ||
POWER
OF ATTORNEY
Know all
by these presents, that the undersigned hereby constitutes and appoints each of
Susan J. Riley and James E. Myers his true and lawful attorney-in-fact
to:
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1.
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Execute
for and on behalf of the undersigned Schedules 13D and 13G, Form ID, and
Forms 3, 4 and 5 in accordance with Sections 13 and 16(a) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the
rules promulgated thereunder;
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2.
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Do
and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete the execution of any such
Schedules 13D or 13G, Form ID, and Forms 3, 4 or 5, and the timely filing
of such schedules and forms with the United States Securities and Exchange
Commission and any other authority;
and
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3.
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Take
any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in
the best interest of, or legally required by, the undersigned, including,
without limitation, the execution and filing of a Form 4 with respect to a
transaction which may be reported on a Form 5, it being understood that
the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may
approve in his or her discretion.
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The
undersigned hereby grants to each such attorney-in-fact full power and authority
to do and perform all and every act and thing whatsoever requisite, necessary
and proper to be done in the exercise of any of the rights and powers herein
granted, as fully and to all intents and purposes as he might or could do in
person, with full power of substitution and resubstitution, hereby ratifying and
confirming all that such attorney-in-fact, or his or her substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted. The undersigned
acknowledges that such attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming any of the undersigned’s
responsibilities to comply with Sections 13 and 16 of the Exchange
Act.
This
Power of Attorney shall remain in full force and effect until the undersigned is
no longer required to file any Schedules 13D and 13G and Forms 3, 4 and 5 in
accordance with Sections 13 and 16(a) of the Exchange Act and the rules
promulgated thereunder with respect to the undersigned’s holdings of and
transactions in securities issued by The Children’s Place Retail Stores, Inc.,
unless earlier revoked by the undersigned in a signed writing delivered to such
attorneys-in-fact.
IN
WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 2nd day of
December 2009.
| /s/ Malcom L. Elvey | |||
| Malcolm L. Elvey |