Ownership Submission
FORM 4
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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
WOOLF BRIAN
   2. Issuer Name and Ticker or Trading Symbol
CHARMING SHOPPES INC [CHRS] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Group President - Lane Bryant
(Last)
(First)
(Middle)
450 WINKS LANE		 3. Date of Earliest Transaction (Month/Day/Year)
06/14/2012
(Street)

BENSALEM, PA 19020		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 06/14/2012   U   27,614 (1) D $ 7.35 21,697 D  
Common Stock 06/14/2012   A   40,011 (2) A $ 0 (2) 61,708 D  
Common Stock 06/14/2012   D   61,708 (3) D $ 7.35 0 D  

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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 Underlying Securities
(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
Stock Appreciation Right (right to buy) $ 4.7 06/14/2012   D     202,429 (4)   (5) 07/07/2015 Common Stock 202,429 $ 7.35 0 D  
Stock Appreciation Right (right to buy) $ 1.57 06/14/2012   D     175,000 (4)   (6) 03/22/2016 Common Stock 175,000 $ 7.35 0 D  
Stock Appreciation Right (right to buy) $ 5.18 06/14/2012   D     66,936 (4)   (7) 04/04/2017 Common Stock 66,936 $ 7.35 0 D  
Stock Appreciation Right (right to buy) $ 4 06/14/2012   D     200,000 (4)   (8) 03/28/2018 Common Stock 200,000 $ 7.35 0 D  
Stock Appreciation Right (right to buy) $ 6.04 06/14/2012   D     51,392 (4)   (9) 04/01/2019 Common Stock 51,392 $ 7.35 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WOOLF BRIAN
450 WINKS LANE
BENSALEM, PA 19020		       Group President - Lane Bryant  

Signatures

 Brian Woolf   06/14/2012
**Signature of Reporting Person Date

Explanation of Responses:

* 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) Disposition of shares in tender offer which constitutes a change in control for cash consideration equal to $7.35 per share.
(2) Issuance of shares in settlement of performance share units for no cash consideration in a transaction exempt under Rule 16b-3(d).
(3) Disposition pursuant to a merger for cash consideration equal to $7.35 per share in a transaction excempt under Rule 16b-3(e).
(4) SAR canceled pursuant to a merger in exchange for cash consideration equal to the difference between $7.35 and the exercise price of the SAR multiplied by the number of SARs canceled. This transaction is exempt under Rule 16b-3(e). The merger became effective on the transaction date.
(5) This SAR (granted 7/8/2008) became exercisable as to one-third of the shares on the third anniversary of the date of grant and each of the two remaining one-third vestings of the shares upon effectiveness of the merger.
(6) This SAR (granted 3/23/2009) became exercisable as to 40% of the shares on the second anniversary of the date of grant, 30% of the shares on the third anniversary of the date of grant and the remaining 30% of the shares upon effectiveness of the merger.
(7) This SAR (granted 4/5/2010) became exercisable as to 25% of the shares on the first and second anniversaries of the date of grant and each of the two remaining 25% vestings of the shares upon effectiveness of the merger.
(8) This SAR (granted 3/29/2011) became exercisable as to 25% of the shares on the first anniversary of the date of grant and each of the three remaining 25% vestings of the shares upon effectiveness of the merger.
(9) This SAR (granted 4/2/2012) became exercisable as to all of the shares upon effectiveness of the merger.

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