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^*

ARMSTRONG MARINA

(Last)

(First)

(Middle)

C/O THE GYMBOREE CORPORATION

500 HOWARD STREET

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GYMBOREE CORP [ GYMB ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, General Manager

3. Date of Earliest Transaction (Month/Day/Year)
11/23/2010

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	11/23/2010		U		221,664⁽¹⁾⁽²⁾	D	$65.4	0	D
Common Stock	11/23/2010		U		188,750⁽³⁾	D	$65.4	0	D
Common Stock	11/23/2010		D		6,751.195⁽⁴⁾	D	$65.4	0	I	By 401(k) Plan

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)

Explanation of Responses:

1. Represents shares of common stock that were tendered to Giraffe Acquisition Corporation, a Delaware corporation ("Purchaser") pursuant to Purchaser's offer to purchase all outstanding shares of The Gymboree Corporation, a Delaware corporation (the "Issuer"), at a purchase price of $65.40 per share, net to the seller in cash, without interest and less any required withholding taxes, subject to the terms described in the Offer to Purchase, filed with the SEC on October 25, 2010, as amended and supplemented (the "Tender Offer"). Such shares were purchased by Purchaser pursuant to the Tender Offer on November 23, 2010.

2. Includes an aggregate of 58 shares of common stock acquired under The Gymboree Corporation 1993 Amended and Restated Employee Stock Purchase Plan through December 31, 2008.

3. Represents unvested restricted stock awards that were tendered in the Tender Offer for consideration of $65.40 per share in cash (without interest and less any required withholding taxes). Such restricted stock awards were purchased by Purchaser pursuant to the Tender Offer on November 23, 2010.

4. Represents shares of common stock that were canceled pursuant to the Agreement and Plan of Merger, dated October 11, 2010, by and among Giraffe Holding, Inc., a Delaware corporation, Purchaser and the Issuer in exchange for the right to receive a payment of $65.40 per share in cash (without interest and less any required withholding taxes) at the effective time of the merger.

Remarks:

	/s/ Kimberly Holtz MacMillan as Attorney-in-Fact	11/24/2010
	** 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).
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.