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
                                                                                  
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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 *

LAMBERT BLAIR W 		2. Issuer Name and Ticker or Trading Symbol

GYMBOREE CORP [ GYMB ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

C/O THE GYMBOREE CORPORATION, 500 HOWARD STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

8/20/2009
(Street)

SAN FRANCISCO, CA 94105
(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   8/20/2009     M    8900   A $12.6   243110   D    
Common Stock   8/20/2009     S (1)    8900   D $45.0024   (2) 234210   D    
Common Stock   8/21/2009     M    10788   A $12.6   244998   D    
Common Stock   8/21/2009     M    312   A $17.19   245310   D    
Common Stock   8/21/2009     S (1)    11100   D $45   234210   D    
Common Stock                  1323.714   I   By 401(k) Plan  

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
Stock Option (Right to Buy)   $12.6   8/20/2009     M         8900    2/10/2005   (3) 1/10/2015   Common Stock   8900   $0   50036   D    
Non-Qualified Stock Option (right to buy)   $17.19   8/21/2009     M         312    6/25/2004   (4) 6/25/2013   Common Stock   312   $0   0   D    
Stock Option (Right to Buy)   $12.6   8/21/2009     M         10788    2/10/2005   (3) 1/10/2015   Common Stock   10788   $0   39248   D    

Explanation of Responses:
( 1)  The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 8, 2009.
( 2)  The price in Column 4 is a weighted average sale price. The prices actually received ranged from $45.0000 to $45.0300. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
( 3)  Date at which first vesting occurs is indicated. 1/48th of the total shares originally subject to the option become exercisable at the end of each one-month period from the date the option was granted.
( 4)  Date at which first vesting occurs is indicated. 1/4th of the total shares originally subject to the option become exercisable one year from the date the option was granted and an additional 1/48th each month thereafter.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
LAMBERT BLAIR W
C/O THE GYMBOREE CORPORATION
500 HOWARD STREET
SAN FRANCISCO, CA 94105 		X
Chief OP Officer & CFO

Signatures
Kimberly Holtz MacMillan as Attorney-in-Fact 8/21/2009
** 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.
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