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^*

CANFIELD WILLIAM W

(Last)

(First)

(Middle)

11432 LACKLAND ROAD

(Street)

ST. LOUIS

63146

(City)

(State)

(Zip)

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

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)
05/15/2007

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)
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)
TALX Common Stock	05/15/2007		D		1,472,189	D	$0.00⁽¹⁾	0	D
TALX Common Stock	05/15/2007		D		24,502	D	$0.00⁽¹⁾	0	I	Spouse

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)
TALX Stock Option (right to buy)	$4	05/15/2007		D			32,670	05/10/2001	05/10/2010	TALX Common Stock	32,670	$0.00⁽²⁾	0	D
TALX Stock Option (right to buy)	$11.2	05/15/2007		D			12,754	05/01/2002	05/01/2011	TALX Common Stock	12,754	$0.00⁽²⁾	0	D
TALX Stock Option (right to buy)	$8.05	05/15/2007		D			12,415	05/22/2003	05/22/2012	TALX Common Stock	12,415	$0.00⁽²⁾	0	D
TALX Stock Option (right to buy)	$8.55	05/15/2007		D			23,563	02/26/2005	02/26/2014	TALX Common Stock	23,563	$0.00⁽²⁾	0	D
TALX Stock Option (right to buy)	$2.08	05/15/2007		D			81,675	05/14/2000	05/14/2009	TALX Common Stock	81,675	$0.00⁽²⁾	0	D
TALX Stock Option (right to buy)	$4	05/15/2007		D			49,005	05/10/2001	05/10/2010	TALX Common Stock	49,005	$0.00⁽²⁾	0	D
TALX Stock Option (right to buy)	$11.2	05/15/2007		D			234,747	05/01/2002	05/01/2011	TALX Common Stock	234,747	$0.00⁽²⁾	0	D
TALX Stock Option (right to buy)	$8.05	05/15/2007		D			100,084	05/22/2003	05/22/2012	TALX Common Stock	100,084	$0.00⁽²⁾	0	D
TALX Stock Option (right to buy)	$8.55	05/15/2007		D			32,685	02/26/2005	02/26/2014	TALX Common Stock	32,685	$0.00⁽²⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to the merger (the "Merger") contemplated by the Agreement and Plan of Merger dated as of February 14, 2007 by and among TALX Corporation ("TALX"), Equifax Inc. ("Equifax") and Chipper Corporation. (the "Merger Agreement"). At the effective time of the Merger, each outstanding share of TALX common stock, par value $.01 per share ("TALX common stock"), was converted into the right to receive either 0.861 shares of Equifax common stock, par value $1.25 ("Equifax common stock"), or $35.50 in cash, or a combination of both, at the election of the reporting person, subject to proration and allocation procedures set forth in the Merger Agreement. As such proration and allocation calculations have not yet been completed as of the date of this filing, it is not possible to determine the exact amount of merger consideration to be received by the reporting person for each share of TALX common stock disposed of in the merger.

2. Disposed of pursuant to the Merger described in footnote 1 above. At the effective time of the Merger, each TALX stock option that is outstanding and unexercised immediately prior to the effective time of the Merger was converted automatically into a fully vested option to purchase Equifax common stock. The number of shares of Equifax common stock subject to the Equifax stock option is equal to the product of the number of shares of TALX common stock subject to the TALX stock option and the exchange ratio determined pursuant to the Merger Agreement of 0.861, rounded down to the nearest whole share. The exercise per share of Equifax common stock subject to the new Equifax stock option is equal to the exercise price per share of TALX common stock under the TALX stock option divided by the exchange ratio, rounded up to the nearest whole cent.

Remarks:

	/S/ William W. Canfield	05/15/2007
	** 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).
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