SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

EVEILLARD ELIZABETH M

(Last)

(First)

(Middle)

3 E. 84TH ST.

(Street)

NEW YORK

10028

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TWEEN BRANDS, INC. [ TWB ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/25/2009

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $.01 par value	11/25/2009		D		23,000	D	$0⁽¹⁾	0	D

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$16.26	11/25/2009		D			1,250	⁽²⁾	02/10/2014	Common Stock, $.01 par value	1,250	$0⁽²⁾	0	D
Stock Option (Right to Buy)	$28.25	11/25/2009		D			4,000	⁽²⁾	02/15/2015	Common Stock, $.01 par value	4,000	$0⁽²⁾	0	D
Stock Option (Right to Buy)	$19.4	11/25/2009		D			1,000	⁽²⁾	05/19/2015	Common Stock, $.01 par value	1,000	$0⁽²⁾	0	D
Stock Option (Right to Buy)	$29.75	11/25/2009		D			18,750	⁽²⁾	02/14/2016	Common Stock, $.01 par value	18,750	$0⁽²⁾	0	D
Stock Option (Right to Buy)	$37	11/25/2009		D			10,000	⁽²⁾	02/22/2017	Common Stock, $.01 par value	10,000	$0⁽²⁾	0	D
Stock Option (Right to Buy)	$29.39	11/25/2009		D			10,000	⁽²⁾	02/21/2018	Common Stock, $.01 par value	10,000	$0⁽²⁾	0	D
Stock Option (Right to Buy)	$1.45	11/25/2009		D			10,000	⁽³⁾	02/26/2019	Common Stock, $.01 par value	10,000	$0⁽³⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to a merger agreement among the Issuer, Dress Barn, Inc. ("Dress Barn") and Thailand Acquisition Corp. (the "Merger Agreement") in exchange for 10,810 shares of Dress Barn common stock having a market value of $22.24 per share on the effective date of the merger.

2. This option which provided for vesting in four equal annual installments beginning on the first anniversary of the date of grant, was canceled pursuant to the terms of the Merger Agreement.

3. This option, which provided for vesting in four equal annual installments beginning on the first anniversary of the date of grant, was canceled pursuant to the terms of the Merger Agreement in exchange for a cash payment of $78,900, calculated by multiplying $0.47 by the volume weighted average price per Dress Barn common share for the 20 days ending on and including the third trading day immediately prior to the effective time of the merger ($19.869), less the per share exercise price of the option multiplied by the number of unexercised options.

Remarks:

	Curtis A. Loveland, Attorney-in-Fact	11/27/2009
	** 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).
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