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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL STATEMENT 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 2270 (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 at End of Issuer's Fiscal Year (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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| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| DABAH EZRA C/O THE CHILDREN'S PLACE RETAIL STORES, INC. 915 SECAUCUS ROAD SECAUCUS, NJ 07094 |
 X |  X |  |  |
| /s/ Ezra Dabah | 01/18/2008 | |
| **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) | On December 11, 2003, Mr. Dabah gifted an aggregate of 6,400 shares of common stock of The Children's Place Retail Stores, Inc. ("TCP") to a trust established for the benefit of Mr. Dabah's children and of which Mr. Dabah 's wife, Renee Dabah, served as co-trustee. Mr. Dabah inadvertently failed to file a Form 4 reporting this transaction. Mr. Dabah is correcting that oversight by filing this Form 5. Mr. Dabah disclaims beneficial ownership of these shares (see footnote 3). |
| (2) | Amount represents holdings as of the issuer's fiscal year ended February 3, 2007. Amount includes: (i) 2,951,360 shares held directly by trusts or custodial accounts for the benefit of Mr. Dabah's adult children, (ii) 1,371,250 shares held directly by Mr. Dabah, (iii) 104,100 shares held directly by Mr. Dabah's wife and (iv) 445,600 shares held by Mr. Dabah and his wife as joint tenants with the right of survivorship. Amount excludes: (i) 185,000 shares of common stock that were issuable upon the exercise of outstanding vested options, (ii) 32,000 shares held by the Renee and Ezra Dabah Charitable Foundation, Inc. and (iii) 20,000 shares held by The Dabah Children Charitable Foundation Inc. |
| (3) | Mr. Dabah disclaims beneficial ownership of all shares reported herein as held indirectly in trust or custodial accounts or shares held by members of his family. |
| (4) | On November 4, 2004, an aggregate of 24,000 shares of TCP stock were transferred from a trust that was established for the benefit Mr. Dabah 's children and of which Mr. Dabah 's wife, Renee Dabah, served as a co-trustee to the direct ownership of Mr. Dabah's adult children. Mr. Dabah disclaims both the necessity to disclose the distribution of these shares and beneficial ownership of these shares (see footnote 3). |
| (5) | On May 12, 2005, an aggregate of 170,000 shares of TCP stock were transferred from a trust that was established for the benefit Mr. Dabah 's children and of which Mr. Dabah 's wife, Renee Dabah, served as a co-trustee to the direct ownership of Mr. Dabah's adult children. Mr. Dabah disclaims both the necessity to disclose the distribution of these shares and beneficial ownership of these shares (see footnote 3) . |
| (6) | On December 14, 2005, 60,000 shares of TCP stock were transferred from a trust that was established for the benefit Mr. Dabah's children and of which Mr. Dabah 's wife, Renee Dabah, served as a co-trustee to the direct ownership of Mr. Dabah's adult children. Mr. Dabah disclaims both the necessity to disclose the distribution of these shares and beneficial ownership of these shares (see footnote 3) . |
| (7) | On March 21, 2006, 66,500 shares of TCP stock were distributed from a trust to Mr. Dabah 's wife, Renee Dabah. Mr. Dabah inadvertently failed to File a Form 4 reporting this transaction. Mr. Dabah is correcting that oversight by filing this Form 5. Mr. Dabah disclaims beneficial ownership of these shares (see footnote 3). |
| (8) | On June 23, 2006, an aggregate of 80,000 shares of TCP stock were sold in the open market from a trust that was established for the benefit Mr. Dabah 's children and of which Mr. Dabah 's wife, Renee Dabah, served as a co-trustee. Mr. Dabah disclaims both the necessity to disclose the distribution of these shares and beneficial ownership of these shares (see Footnote 3). |
| (9) | 77,800 shares were sold on the open market at a price of $62.0367 per share and 2,200 shares were sold on the open market at a price of $62 per share. $62.01835 reflects the average price of the two open market sales. |
| (10) | $62.01835 |