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
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 *

POUND JOHN 		2. Issuer Name and Ticker or Trading Symbol

COST PLUS INC/CA/ [ CPWM ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

200 FOURTH STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

6/29/2012
(Street)

OAKLAND, CA 94607
(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
Cost Plus Common Stock   6/29/2012     U    15000   (1) D $22.00   0   I   By Estate of Robert V. Pound   (2)
Cost Plus Common Stock   6/29/2012     D    8333   (3) D $22.00   0   D    
Cost Plus Common Stock   6/29/2012     D    2727   (3) D $22.00   0   D    

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)  All shares held by the filing person were paid for in connection with the change of control which occurred upon the acceptance of shares pursuant to the tender offer (the "Offer"), which was launched in connection with the Agreement and Plan of Merger, dated as of May 8, 2012 (the "Merger Agreement"), by and among Bed Bath & Beyond Inc., a New York corporation ("BBBY"), and Blue Coral Acquisition Corp., a California corporation and a direct wholly owned subsidiary of BBBY ("Purchaser") and Cost Plus, Inc. (the "Company"). On June 29, 2012, all shares which were tendered by the filing person in connection with the Offer were accepted for payment by Purchaser.
( 2)  John C. Pound is the sole executor and a beneficiary of the Estate of Robert V. Pound. These shares are held by the Estate, and the reporting person may be deemed to be the indirect beneficial owner of these shares. The reporting person disclaims beneficial ownership of the shares held by the Estate except to the extent of his pecuniary interest therein.
( 3)  Pursuant to the Merger Agreement, all deferred stock units held by the filing person were canceled in connection with the merger of Purchaser with and into the Company, effective June 29, 2012, in exchange for the right to receive cash equal to the number of units multiplied by the per share purchase price of $22.00.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
POUND JOHN
200 FOURTH STREET
OAKLAND, CA 94607 		X



Signatures
Jane Baughman, attorney-in-fact for John Pound 6/29/2012
** 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.
Cost Plus, Inc. (MM) (NASDAQ:CPWM)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Cost Plus, Inc. (MM) Charts.
Cost Plus, Inc. (MM) (NASDAQ:CPWM)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Cost Plus, Inc. (MM) Charts.