| 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, 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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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
MOTHERS WORK INC [ MWRK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 3. Date of Earliest Transaction
(Month/Day/Year)
01/09/2008 |
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year)
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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 | 01/09/2008 | M ( 1 ) | 5,800 | A | $9.13 | 49,222 | D ( 2 ) | |||
| COMMON STOCK | 01/09/2008 | S ( 1 ) | 5,800 | D | $16.08 | 43,422 | D ( 2 ) | |||
| COMMON STOCK | 01/09/2008 | M ( 3 ) | 5,700 | A | $9.13 | 22,748 | I | SEE FOOTNOTE ( 3 ) | ||
| COMMON STOCK | 01/09/2008 | S ( 3 ) | 5,700 | D | $16.07 | 17,048 | I | SEE FOOTNOTE ( 3 ) | ||
| COMMON STOCK | 01/10/2008 | M ( 1 ) | 12,500 | A | $9.13 | 55,922 | D ( 2 ) | |||
| COMMON STOCK | 01/10/2008 | S ( 1 ) | 12,500 | D | $15.08 | 43,422 | D ( 2 ) | |||
| COMMON STOCK | 01/10/2008 | M ( 3 ) | 12,500 | A | $9.13 | 29,548 | I | SEE FOOTNOTE ( 3 ) | ||
| COMMON STOCK | 01/10/2008 | S ( 3 ) | 12,500 | D | $15.07 | 17,048 | I | SEE FOOTNOTE ( 3 ) | ||
| COMMON STOCK | 01/11/2008 | M ( 1 ) | 6,700 | A | $9.13 | 50,122 | D ( 2 ) | |||
| COMMON STOCK | 01/11/2008 | S ( 1 ) | 6,700 | D | $15.6475 | 43,422 | D ( 2 ) | |||
| COMMON STOCK | 01/11/2008 | M ( 3 ) | 6,800 | A | $9.13 | 23,848 | I | SEE FOOTNOTE ( 3 ) | ||
| COMMON STOCK | 01/11/2008 | S ( 3 ) | 6,800 | D | $15.6506 | 17,048 | I | SEE FOOTNOTE ( 3 ) | ||
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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 | ||||||||
| OPTION (RIGHT TO BUY) | $9.13 | 01/09/2008 | M ( 1 ) | 5,800 | ( 4 ) | 01/15/2008 | COMMON STOCK | 5,800 | $0 | 19,200 | D | ||||
| OPTION (RIGHT TO BUY) | $9.13 | 01/09/2008 | M ( 3 ) | 5,700 | ( 4 ) | 01/15/2008 | COMMON STOCK | 5,700 | $0 | 19,300 | I | SEE FOOTNOTE ( 3 ) | |||
| OPTION (RIGHT TO BUY) | $9.13 | 01/10/2008 | M ( 1 ) | 12,500 | ( 4 ) | 01/15/2008 | COMMON STOCK | 12,500 | $0 | 6,700 | D | ||||
| OPTION (RIGHT TO BUY) | $9.13 | 01/10/2008 | M ( 3 ) | 12,500 | ( 4 ) | 01/15/2008 | COMMON STOCK | 12,500 | $0 | 6,800 | I | SEE FOOTNOTE ( 3 ) | |||
| OPTION (RIGHT TO BUY) | $9.13 | 01/11/2008 | M ( 1 ) | 6,700 | ( 4 ) | 01/15/2008 | COMMON STOCK | 6,700 | $0 | 0 | D | ||||
| OPTION (RIGHT TO BUY) | $9.13 | 01/11/2008 | M ( 3 ) | 6,800 | ( 4 ) | 01/15/2008 | COMMON STOCK | 6,800 | $0 | 0 | I | SEE FOOTNOTE ( 3 ) | |||
| Explanation of Responses: |
| 1. THE OPTIONS WERE EXERCISED AND THE SHARES WERE SOLD PURSUANT TO A 10B5-1 PREARRANGED TRADING PLAN ADOPTED BY THE REPORTING PERSON ON NOVEMBER 21, 2007. THE OPTIONS WERE DUE TO EXPIRE ON JANUARY 15, 2008. |
| 2. 26,374 SHARES OF COMMON STOCK OF THE ISSUER ARE HELD JOINTLY BY THE REPORTING PERSON AND HER HUSBAND, DAN W. MATTHIAS. ON NOVEMBER 22, 2006, 20,000 SHARES OF RESTRICTED STOCK WERE ISSUED TO THE REPORTING PERSON BY THE ISSUER. THESE SHARES VEST IN TWO (2) EQUAL ANNUAL INSTALLMENTS BEGINNING ON NOVEMBER 22, 2007. OF THE 10,000 SHARES OF RESTRICTED STOCK THAT VESTED ON NOVEMBER 22, 2007, THE REPORTING PERSON HOLDS 7,048 VESTED SHARES. |
| 3. THE REPORTING PERSON IS DEEMED TO BENEFICIALLY OWN SHARES AND OPTIONS GRANTED TO OR HELD BY HER HUSBAND, DAN W. MATTHIAS. THE OPTIONS WERE EXERCISED AND THE SHARES WERE SOLD PURSUANT TO A 10B5-1 PREARRANGED TRADING PLAN ADOPTED BY THE REPORTING PERSON'S HUSBAND, DAN W. MATTHIAS, ON NOVEMBER 21, 2007. THE OPTIONS WERE DUE TO EXPIRE ON JANUARY 15, 2008. ON NOVEMBER 22, 2006, 20,000 SHARES OF RESTRICTED STOCK WERE ISSUED TO THE REPORTING PERSON'S HUSBAND, DAN W. MATTHIAS, BY THE ISSUER. THESE SHARES VEST IN TWO (2) EQUAL ANNUAL INSTALLMENTS BEGINNING ON NOVEMBER 22, 2007. OF THE 10,000 SHARES OF RESTRICTED STOCK THAT VESTED ON NOVEMBER 22, 2007, THE REPORTING PERSON'S HUSBAND, DAN W. MATTHIAS, HOLDS 7,048 VESTED SHARES. |
| 4. THE OPTIONS VESTED AND WERE EXERCISABLE ON JANUARY 15, 1999. |
| REBECCA C. MATTHIAS SIGNED BY RONALD J. MASCIANTONIO UNDER POWER OF ATTORNEY | 01/11/2008 | |
| ** 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. | ||