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^*

GOLDSTEIN STANLEY P

(Last)

(First)

(Middle)

C/O LINENS 'N THINGS, INC.

6 BRIGHTON ROAD

(Street)

CLIFTON

07012

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LINENS N THINGS INC [ LIN ]

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)
02/14/2006

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, par value $0.01 per share	02/14/2006		D		21,652	D	$28⁽¹⁾	0	D
Common Stock, par value $0.01 per share	02/14/2006		D		700⁽²⁾	D	$28⁽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 Options (Right to Buy)	$23.76	02/14/2006		D			4,000	⁽³⁾	⁽³⁾	Common Stock	4,000	$4.24⁽⁴⁾	0	D
Stock Options (Right to Buy)	$31.07	02/14/2006		D			4,000	⁽⁵⁾	⁽⁵⁾	Common Stock	4,000	$0.00⁽⁴⁾	0	D
Stock Options (Right to Buy)	$20.85	02/14/2006		D			4,000	⁽⁶⁾	⁽⁶⁾	Common Stock	4,000	$7.15⁽⁴⁾	0	D
Stock Options (Right to Buy)	$35.95	02/14/2006		D			4,000	⁽⁷⁾	⁽⁷⁾	Common Stock	4,000	$0.00⁽⁴⁾	0	D
Stock Options (Right to Buy)	$27.79	02/14/2006		D			2,000	⁽⁸⁾	⁽⁸⁾	Common Stock	2,000	$0.21⁽⁴⁾	0	D
Stock Options (Right to Buy)	$29.84	02/14/2006		D			2,000	⁽⁹⁾	⁽⁹⁾	Common Stock	2,000	$0.00⁽⁴⁾	0	D
Stock Options (Right to Buy)	$44.69	02/14/2006		D			2,000	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	2,000	$0.00⁽⁴⁾	0	D
Stock Options (Right to Buy)	$31.42	02/14/2006		D			2,000	⁽¹¹⁾	⁽¹¹⁾	Common Stock	2,000	$0.00⁽⁴⁾	0	D
Stock Options (Right to Buy)	$11.91	02/14/2006		D			1,400	⁽¹²⁾	⁽¹²⁾	Common Stock	1,400	$16.09⁽⁴⁾	0	D
Stock Options (Right to Buy)	$7.75	02/14/2006		D			14,000	⁽¹³⁾	⁽¹³⁾	Common Stock	14,000	$20.25⁽⁴⁾	0	D
Phantom Stock	⁽¹⁴⁾	02/14/2006		I			4,063.3094	⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	4,063.3094	$28⁽¹⁴⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger by and among Laundry Holding Co., Laundry Merger Sub Co. and the issuer, dated as of November 8, 2005 (the "Merger Agreement"), in exchange for $28.00 for each share of common stock of the issuer (the "Linens Common Stock") held by the reporting person.

2. Represents restricted stock units granted May 5, 2005 that will vest on May 6, 2006.

3. Options are exercisable in one-third increments on May 5, 2006, May 5, 2007 and May 5, 2008. Options expire on May 5, 2012.

4. Disposed of pursuant to the Merger Agreement in exchange for a cash payment equal to the product of (i) the number of shares of Linens Common Stock subject to the option multiplied by (ii) the excess, if any, of $28.00 over the exercise price per share of Linens Common Stock under such option.

5. Options are exercisable in one-third increments on May 6, 2005, May 6, 2006 and May 7, 2007. Options expire on May 6, 2011.

6. Options are exercisable in one-third increments on May 1, 2004, May 1, 2005 and May 1, 2006. Options expire on May 1, 2010.

7. Options are exercisable in one-third increments on May 9, 2003, May 9, 2004 and May 9, 2005. Options expire on May 9, 2012.

8. Options are exercisable in one-third increments on May 2, 2002, May 2, 2003 and May 2, 2004. Options expire on May 2, 2011.

9. Options are exercisable in one-third increments on May 10, 2001, May 10, 2002 and May 10, 2003. Options expire on May 10, 2010.

10. Options are exercisable in one-third increments on April 21, 2000, April 21, 2001 and April 21, 2002. Options expire on April 21, 2009.

11. Options are exercisable in one-third increments on May 5, 1999, May 5, 2000 and May 5, 2001. Options expire on May 5, 2008.

12. Options are exercisable in 25% increments on May 6, 1998, May 6, 1999, May 6, 2000 and May 6, 2001. Options expire on May 6, 2007.

13. Options are exercisable in 25% increments on November 26, 1997, November 26, 1998, November 26, 1999 and November 26, 2000. Options expire on November 26, 2006.

14. Each share of phantom stock entitled the reporting person to receive, on February 14, 2006, the cash value of one share of Linens Common Stock, which was $28 per share. Prior to payment, the reporting person had the right to transfer the value of his phantom stock account into an alternative investment vehicle.

	/s/ Brian D. Silva, Attorney-in-Fact	02/16/2006
	** 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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