FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden
hours per response... 0.5
                      
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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

GOLD SHERRY 		2. Issuer Name and Ticker or Trading Symbol

99 CENTS ONLY STORES [ NYSE: NDN ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O 99? ONLY STORES, 4000 UNION PACIFIC AVENUE 		3. Date of Earliest Transaction (MM/DD/YYYY)

1/13/2012
(Street)

CITY OF COMMERCE, CA 90023
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   1/13/2012     D (1)    6865973   D $22   (2) 0   I   See footnote   (3)
Common Stock   1/13/2012     D (4)    1818181   D $ 0   (4) 7381224   I   See footnote   (5)
Common Stock   1/13/2012     D (1)    7381224   D $22   (2) 0   I   See footnote   (5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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)  Disposed of in connection with the Agreement and Plan of Merger, dated as of October 11, 2011, by and among 99 Cents Only Stores (the "Company"), Number Holdings, Inc., a Delaware corporation ("Parent"), and Number Merger Sub, Inc., a California corporation and a wholly owned subsidiary of Parent ("Merger Sub").
( 2)  As a result of the merger of Merger Sub with and into the Company (the "Merger"), each share of the Company's common stock, no par value (the "Company common stock"), was converted into the right to receive $22.00 in cash, without interest and less any applicable withholding taxes.
( 3)  Beneficially owned through Au Zone Investments #2, L.P., a limited partnership in which the reporting person has a limited partnership interest and an interest in the partnership's general partner.
( 4)  In connection with the Merger, the reporting person contributed 1,818,181 shares of Company common stock, valued at $22.00 per share, to Parent prior to the consummation of the Merger in accordance with the terms of that certain equity rollover letter, dated October 11, 2011, by and among Parent, the reporting person and certain other rollover investors. In exchange for the 1,818,181 shares of Company common stock, the reporting person received shares of capital stock representing approximately 6.3% of the aggregate common stock of Parent as of the closing.
( 5)  Beneficially owned through The Gold Revocable Trust dated October 26, 2005, a revocable trust in which the reporting person and her spouse are co-trustees.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
GOLD SHERRY
C/O 99? ONLY STORES
4000 UNION PACIFIC AVENUE
CITY OF COMMERCE, CA 90023
X


Signatures
/s/ Sherry Gold 1/13/2012
** 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 control number.
99C Only Stores (NYSE:NDN)
Historical Stock Chart
From Jun 2024 to Jul 2024 Click Here for more 99C Only Stores Charts.
99C Only Stores (NYSE:NDN)
Historical Stock Chart
From Jul 2023 to Jul 2024 Click Here for more 99C Only Stores Charts.