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
J CREW GROUP INC [ JCG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/01/2008 | ||||||||||||||||||||||||||
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 $0.01 | 11/01/2008 | G | V | 72,592 | D | (1) | 108,074(2) | D | ||
Common Stock, par value $0.01 | 11/01/2008 | G | V | 72,592 | A | (1) | 1,214,543(3) | I | By Trust | |
Common Stock, par value $0.01 | 1,495,458(4) | I | By GRAT | |||||||
Common Stock, par value $0.01 | 1,000,000(5) | I | By 2008 GRAT | |||||||
Common Stock, par value $0.01 | 1,000,000(6) | I | By 2008 GRAT #2 | |||||||
Common Stock, par value $0.01 | 1,000,000(7) | I | By 2008 GRAT #3 |
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. N/A - On November 1, 2008, 72,592 shares of restricted stock vested and were subsequently transferred to The Drexler Family Revocable Trust (the "Trust"). |
2. Includes 108,074 restricted shares of Common Stock, granted under an equity incentive plan of the issuer, of which 58,074 shares will vest on 8/8/09; and, subject to the issuer's satisfaction of certain performance criteria over a three-year period commencing on May 15, 2007, 25,000 shares will vest on each of 5/15/11 and 5/15/12. |
3. These shares are owned by the Trust for which Mr. Drexler and his wife are trustees. |
4. These shares are owned by a grantor retained annuity trust for which Mr. Drexler and his wife are trustees. |
5. These shares are owned by The Millard S. Drexler 2008 Grantor Retained Annuity Trust (the "2008 GRAT") for which Mr. Drexler and his wife are trustees. |
6. These shares are owned by The Millard S. Drexler 2008 Grantor Retained Annuity Trust #2 (the "2008 GRAT #2") for which Mr. Drexler and his wife are trustees. |
7. These shares are owned by The Millard S. Drexler 2008 Grantor Retained Annuity Trust #3 (the "2008 GRAT #3") for which Mr. Drexler and his wife are trustees. |
Remarks: |
Arlene S. Hong is signing on behalf of Millard S. Drexler pursuant to an authorization and designation letter previously filed with the Securities and Exchange Commission. |
/s/ Arlene S. Hong pursuant to a power of attorney filed with the Commission | 11/05/2008 | |
** 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. |