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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Options (Right to Buy) | $ 13.74 | 09/29/2008 | A | 100,000 | (1) | 09/29/2018 | Common Stock | 100,000 | $ 0 | 100,000 | D | ||||
| Stock Options (Right to Buy) | $ 13.74 | 09/29/2008 | A | 100,000 | (2) | 09/29/2018 | Common Stock | 100,000 | $ 0 | 100,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| KRELL EDWARD M C/O MOTHERS WORK, INC. 456 NORTH FIFTH STREET PHILADELPHIA, PA 19123 |
X | Chief Executive Officer | ||
| Edward M. Krell | 10/01/2008 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The options vest and are exercisable in five (5) equal annual installments beginning on September 29, 2009. In addition, the options will become fully vested and exercisable immediately prior to and contingent upon a change in control provided that such change in control occurs prior to the fifth anniversary of the grant date, and the Reporting Person remains in continuous service until immediately prior to the date of the change in control. The vesting of the options will also be subject to acceleration as described in the Reporting Person's employment agreement. |
| (2) | The options vest and are exercisable in five (5) equal annual installments beginning on September 29, 2009. However, the options will only be exercisable if prior to the fifth anniversary of the grant date (but no later than the cessation of the Reporting Person's service), the closing price of the Issuer's common stock shall have exceeded $30.00 for 30 consecutive trading days on the principal national securities exchange on which the Issuer's common stock is listed or admitted to trading. In addition, the options will become fully vested and exercisable immediately prior to and contingent upon a change in control provided that such change in control occurs prior to the fifth anniversary of the grant date, and the Reporting Person remains in continuous service until immediately prior to the date of the change in control. The vesting of the options will also be subject to acceleration as described in the Reporting Person's employment agreement. |