- Statement of Changes in Beneficial Ownership (4)
09 June 2011 - 8:23AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Expires:
February 28, 2011
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
BLACK R NEAL
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2. Issuer Name
and
Ticker or Trading Symbol
BANK JOS A CLOTHIERS INC /DE/
[
JOSB
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President & CEO
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(Last)
(First)
(Middle)
C/O JOS. A. BANK CLOTHIERS, INC., 500 HANOVER PIKE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/7/2011
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(Street)
HAMPSTEAD, MD 21074
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, $.01 par value
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6/7/2011
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M
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32703
(1)
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A
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$3.0575
(1)
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97503
(2)
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D
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Common Stock, $.01 par value
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6/8/2011
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S
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1892
(3)
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D
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$45.7382
(4)
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95611
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option Right to Buy
(1)
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$3.0575
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6/7/2011
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M
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32703
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3/15/2002
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3/15/2012
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Common Stock, $.01 par value
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32703
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$3.0575
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0
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D
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Employee Stock Option Right to Buy
(5)
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$6.5847
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3/14/2003
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3/14/2013
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Common Stock, $.01 par value
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45558
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45558
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D
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Explanation of Responses:
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(
1)
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A 50% stock dividend was declared by the Issuer on June 17, 2010 and distributed on August 18, 2010 (the "Stock Dividend"). As a result, the previously reported option to purchase 21,802 shares of Common Stock at an exercise price of $4.5862 per share was adjusted to an option to purchase 32,703 shares of Common Stock at an exercise price of $3.0575 per share.
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(
2)
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As a result of the Stock Dividend, the number of shares of common stock then owned by the Reporting Person was adjusted to 64,800 shares. The amount of securities beneficially owned following the reported transaction is inclusive of the adjusted shares.
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(
3)
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The number of shares reported in this cell was aggregated from multiple transactions.
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(
4)
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The price reported in this cell is the weighted average sale price for the aggregated transactions reported on this line. The range of prices from such transactions is $45.38-$ 45.8434, inclusive. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer the full information regarding the number of shares sold at each separate price within the range reported in this footnote 4.
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(
5)
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As a result of the Stock Dividend, the previously reported option to purchase 30,372 shares of Common Stock at an exercise price of $9.8771 per share was adjusted to an option to purchase 45,558 shares of Common Stock at an exercise price of $6.5847 per share.
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Remarks:
The sales reported herein were made pursuant to a 10b5-1 Trading Plan, dated April 13, 2011.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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BLACK R NEAL
C/O JOS. A. BANK CLOTHIERS, INC.
500 HANOVER PIKE
HAMPSTEAD, MD 21074
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X
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President & CEO
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Signatures
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R. Neal Black
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6/8/2011
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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