Edgar Filing: INNOVO GROUP INC

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 ^*

Quiroga Richard Allan JR

2. Issuer Name and Ticker or Trading Symbol
INNOVO GROUP INC [INNO]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Principal Accounting Officer

(Last)

(First)

(Middle)

5804 EAST SLAUSON AVE

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2006

(Street)

COMMERCE, CA 90040

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 1.55

05/12/2006

D⁽¹⁾

100,000

⁽¹⁾

08/02/2014

Common Stock

100,000

⁽²⁾

Employee Stock Option (right to buy)

$ 1.02

05/12/2006

A⁽¹⁾

100,000

⁽¹⁾

08/02/2014⁽³⁾

Common Stock

100,000

⁽²⁾

100,000

Employee Stock Option (right to buy)

$ 2.22

05/12/2006

D⁽⁴⁾

100,000

⁽⁴⁾

08/04/2015

Common Stock

100,000

⁽²⁾

Employee Stock Option (right to buy)

$ 1.02

05/12/2006

A⁽⁴⁾

100,000

⁽⁴⁾

08/04/2015⁽³⁾

Common Stock

100,000

⁽²⁾

100,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Quiroga Richard Allan JR 5804 EAST SLAUSON AVE COMMERCE, CA 90040			Principal Accounting Officer

Signatures

/s/ Richard Quiroga		05/16/2006
^**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)	Pursuant to the terms of the Innovo Group Inc. 2004 Stock Incentive Plan ("2004 Plan"), the Compensation Committee of the Board of Directors elected to amend the outstanding option to provide for a lower exercise price. The amendment of the outstanding option results in the deemed cancellation of the option and the grant of a replacement option. The option was originally granted on August 2, 2004 and vested on a montly basis over a two year period beginning August 2, 2004. The replacement option continues to be subject to the remainder of the vesting period.
(2)	These options were granted pursuant to the 2004 Plan.
(3)	Except for the amendment to the exercise price, the terms of the original grant remain the same for what is deemed to be the replacement grant.
(4)	Pursuant to the terms of the 2004 Plan, the Compensation Committee of the Board of Directors elected to amend the outstanding option to provide for a lower exercise price. The amendment of the outstanding option results in the deemed cancellation of the option and the grant of a replacement option. The option was originally granted on August 4, 2005 and was exercisable in full as of the date of grant.

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