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*
Jacobsen Jakup a Dul

(Last) (First) (Middle)
SMARATORGI 1

(Street)
201 KOPAVOGI K6 104

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
LINENS N THINGS INC [ LIN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/10/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 02/10/2006 X 6,149,400(1)(2) A $25.4576(3) 6,149,400(1)(2) I See footnotes(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Equity Swap (obligation to Purchase)(4) $25.4576(3) 02/10/2006 X 1(5) 02/10/2006(6) 04/05/2006 Common Stock 6,149,400 $0 0 I See footnote(4)
1. Name and Address of Reporting Person*
Jacobsen Jakup a Dul

(Last) (First) (Middle)
SMARATORGI 1

(Street)
201 KOPAVOGI K6 104

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Lagerinn ehf

(Last) (First) (Middle)
SUNDABORG 7

(Street)
101 REYKJAVIK K6 104

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
TF Holding P/F

(Last) (First) (Middle)
KONGABRUGVIN
POST BOX 329

(Street)
TORSHAVN H6 FO 110

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Such shares of common stock (the "Shares") were purchased by Lagerinn ehf ("Lagerinn") from Kaupthing Bank hf. ("Kaupthing") pursuant to certain agreements, by and between Kaupthing and Lagerinn (the "Equity Swap Agreements"). Jacobsen may be deemed to beneficially own the Shares because of his direct ownership of all the shares of Lagerinn.
2. Lagerinn had agreed in principle with TF Holding P/F ("TF Holding") that Lagerinn would sell and TF Holding would purchase twenty-five percent (25%) of the Shares (the "TF Holding Shares"). In lieu of such agreement, TF Holding and Lagerinn have agreed in principle that, upon the eventual disposition of all the Shares held by Lagerinn, Lagerinn will pay to TF Holding, with respect to the TF Holding Shares, the difference between the amount Lagerinn receives upon disposition of the TF Holding Shares and Lagerinn's actual purchase price for those shares less a pro rata amount of Lagerinn's costs incurred for its purchases of the Shares (including advisor fees) (the "TF Holding Agreement"). The TF Holding Agreement in principle has not yet been reduced to writing. TF Holding hereby disclaims beneficial ownership of the remaining seventy-five percent (75%) of the Shares owned by Lagerinn as of the close of business on February 14, 2006.
3. This figure represents the average purchase price for each Share. Pursuant to the Equity Swap Agreements, Lagerinn shall pay to Kaupthing (i) a fee equal to $0.04 for each Share; (ii) a fee equal to 0.20% of the purchase price of the Shares; and (iii) interest on the purchase price of the Shares at 5.0863%.
4. The Shares underlying the derivative security listed on Table II (the "Derivative Security") were purchased by Kaupthing in accordance with the Equity Swap Agreements. Jacobsen may be deemed to have beneficially owned the Derivative Security because of his direct ownership of all the shares of Lagerinn. TF Holding may be deemed to have beneficially owned twenty-five percent (25%) of the Shares underlying the Derivative Security because of the TF Holding Agreement.
5. The number of Shares underlying the Derivative Security is listed in column 7 of Table II.
6. This date represents the date on which the Shares underlying the Derivative Security were purchased by Lagerinn from Kaupthing pursuant to the Equity Swap Agreements. Lagerinn's right to purchase the Shares was exercisable immediately upon Kaupthing's purchase of the Shares. The Equity Swap Agreements were entered into on April 9, 2005, May 9, 2005 and July 7, 2005, respectively.
Remarks:
Exhibit 99.1 - Joint Filer Information
/s/ Jakup a Dul Jacobsen 02/14/2006
** 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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