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^*

BERRIE ANGELICA

(Last)

(First)

(Middle)

C/O THE RUSSELL BERRIE FOUNDATION

300 FRANK W. BURR BOULEVARD, 7TH FLOOR

(Street)

TEANECK

07766

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RUSS BERRIE & CO INC [ RUS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/10/2006

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								9,783	D
Common Stock	08/10/2006		S		4,624,451	D	$11.3	0	I	By the Russell Berrie Foundation⁽¹⁾⁽²⁾

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)
Options (Right to Buy)	$13.06							⁽³⁾	⁽³⁾	Common Stock	15,000		15,000	D

Explanation of Responses:

1. See remarks.

2. Ms. Berrie disclaims beneficial ownership of the Common Stock held by the Foundation, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

3. The options vest annually in five equal installments, beginning on May 4, 2006, and expire on May 4, 2015.

Remarks:

On March 28, 2006, the Estate of Mr. Russell Berrie made a disposition of all 1,852,463 shares of Common Stock in the issuer held by it to the Russell Berrie 2002A Trust (the "Trust"). On March 28, 2006, the Trust made a disposition by gift of an ownership interest (constituting a pecuniary interest therein for purposes of the rules under Section 16(a) of the Securities Exchange Act of 1934, as amended) in all 4,624,451 shares of Common Stock in the issuer held by it, including the 1,852,463 shares described in the preceding sentence (the "Transferred Shares"), to The Russell Berrie Foundation, a New Jersey Nonprofit Corporation (the "Foundation"); however, under the terms of the gift, the trustees of the Trust, which included Ms. Berrie, retained the sole power to vote and dispose of all such Transferred Shares until the date of their sale, which occurred as of August 10, 2006, while dividends and proceeds of sale inured to the benefit of the Foundation.

	/s/ Angelica Berrie	08/17/2006
	** 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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