SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

FITZGERALD DEIRDRE

(Last)

(First)

(Middle)

C/O THE TALBOTS, INC.

ONE TALBOTS DRIVE

(Street)

HINGHAM

02043

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/19/2012

3. Issuer Name and Ticker or Trading Symbol
TALBOTS INC [ TLB ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Gen Merchandise Manager

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	17,375⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Executive Stock Options (Right to Buy)⁽²⁾	⁽³⁾	08/09/2014	Common Stock	2,000	$26.64	D
Executive Stock Options (Right to Buy)⁽²⁾	⁽³⁾	03/11/2015	Common Stock	2,000	$31.62	D
Executive Stock Options (Right to Buy)⁽²⁾	⁽³⁾	03/03/2016	Common Stock	2,000	$25.56	D
Executive Stock Options (Right to Buy)⁽²⁾	⁽³⁾	03/09/2017	Common Stock	2,000	$24.91	D
Executive Stock Options (Right to Buy)⁽²⁾	⁽⁴⁾	04/30/2019	Common Stock	8,500	$2.36	D
Executive Stock Options (Right to Buy)⁽²⁾	⁽⁵⁾	04/04/2021	Common Stock	12,097	$5.83	D

Explanation of Responses:

1. Includes 10,984 shares of unvested restricted stock, granted pursuant to The Talbots, Inc. 2003 Executive Stock Based Incentive Plan, as amended, a Rule 16b-3 plan (the "Plan"), which vest as follows: 2,667 restricted shares granted on February 26, 2010 are scheduled to vest on February 26, 2013; 2,667 restricted shares granted on November 9, 2010 are scheduled to vest in 50% increments on November 9, 2012 and November 9, 2013; and 5,650 restricted shares granted on April 4, 2011 are scheduled to vest in one-third increments on April 4, 2012, April 4, 2013 and April 4, 2014.

2. Granted as non-qualified options pursuant to the Plan.

3. All options are currently exercisable.

4. Of these options, 4,250 are currently exercisable, and the remaining 4,250 are scheduled to vest and become exercisable on April 30, 2012.

5. Options are scheduled to vest and become exercisable in one-third increments on April 4, 2012, April 4, 2013, and April 4, 2014.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Warren J. Casey, Attorney-in-Fact	03/29/2012
	** 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 5 (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 Number.