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*
SULLIVAN TRUDY F

(Last) (First) (Middle)
C/O THE TALBOTS, INC.
ONE TALBOTS DRIVE

(Street)
HINGHAM MA 02043

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TALBOTS INC [ TLB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
08/07/2007
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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 08/07/2007 A 350,000(1) A $0 350,000 D(1)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Executive Stock Options (Right to Buy)(2) $22.7 08/07/2007 A 325,000 (3) 08/07/2015 Common Stock 325,000 $0 325,000 D
Explanation of Responses:
1. Restricted Stock granted pursuant to The Talbots, Inc. 2003 Executive Stock Based Incentive Plan, as amended and restated, which is a Rule 16b-3 plan (the "Plan"). These shares will vest as follows: 25% on March 15, 2008; 25% on March 15, 2009; and 50% on March 15, 2010.
2. The Options were issued in tandem with a Stock-Settled Stock Appreciation Right (SAR). SARs are exercisable solely by the Company in its discretion and may only be exercised concurrently with the Executive's exercise of the Option. The exercise of the Option will result in the cancellation of the corresponding SARs unless the Company exercises the SAR concurrently with the Option exercise.
3. Granted as non-qualified options pursuant to the Plan. Options are exercisable in one-third increments on August 7, 2008, August 7, 2009, and August 7, 2010.
/s/ Warren J. Casey, Attorney-in-Fact 08/08/2007
** 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.
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