SEC FORM 4

SEC Form 4

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^*

MCCAULEY MATTHEW

(Last)

(First)

(Middle)

C/O THE GYMBOREE CORPORATION

500 HOWARD STREET

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GYMBOREE CORP [ GYMB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Ch. of Board & C.E.O.

3. Date of Earliest Transaction (Month/Day/Year)
05/30/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/30/2008		M		46,875	A	$11.66	504,517	D
Common Stock	05/30/2008		M		16,824	A	$12	521,341	D
Common Stock	05/30/2008		M		14,583	A	$17.02	535,924	D
Common Stock	05/30/2008		M		14,063	A	$14.33	549,987	D
Common Stock	05/30/2008		M		11,458	A	$15.76	561,445	D
Common Stock	05/30/2008		M		5,827	A	$18.5	567,272	D
Common Stock	05/30/2008		M		3,548	A	$18.5	570,820	D
Common Stock	05/30/2008		S		113,178	D	$47	457,642	D

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, 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$11.66	05/30/2008		M			46,875	^{( 1 )}	11/18/2014	Common Stock	46,875	$0	9,374	D
Stock Option (Right to Buy)	$12	05/30/2008		M			16,824	03/07/2005 ^{( 2 )}	02/07/2015	Common Stock	16,824	$0	23,801	D
Stock Option (Right to Buy)	$14.33	05/30/2008		M			14,063	03/06/2004 ^{( 2 )}	02/06/2014	Common Stock	14,063	$0	0	D
Stock Option (Right to Buy)	$15.76	05/30/2008		M			11,458	10/18/2003 ^{( 2 )}	09/18/2013	Common Stock	11,458	$0	0	D
Stock Option (Right to Buy)	$17.02	05/30/2008		M			14,583	04/30/2004 ^{( 2 )}	03/30/2014	Common Stock	14,583	$0	0	D
Stock Option (Right to Buy)	$18.5	05/30/2008		M			3,548	10/18/2002 ^{( 2 )}	09/18/2012	Common Stock	3,548	$0	5,827	D
Stock Option (Right to Buy)	$18.5	05/30/2008		M			5,827	10/18/2002 ^{( 2 )}	09/18/2012	Common Stock	5,827	$0	0	D

Explanation of Responses:

1. One forty-eighth (1/48th) of the shares subject to the option shall vest at the end of each one month period after the Vesting Commencement Date, provided that a one year of service requirement has been met. Vested options will be pro-rated for employees not meeting the service requirement, so that no options shall vest prior to the employment anniversary date.

2. Date at which first vesting occurs is indicated. 1/48th of the total shares originally subject to the option become exercisable at the end of each one-month period from the date the option was granted.

Remarks:

	Matthew K. McCauley	05/30/2008
	** 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).
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