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^*

WYMAN WILLIAM F

(Last)

(First)

(Middle)

1373 WAUGOO AVENUE

(Street)

OSHKOSH

54901

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
OSHKOSH B GOSH INC [ GOSHA ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SR VP - Global Licensing

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2005

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)
Class A Common Stock								10,219	D
Class A Common Stock								1,760⁽¹⁾	I	By 1992 Trust f/b/o Daughter

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)
Class B Common Stock	⁽²⁾							⁽³⁾	⁽⁴⁾	Class A Common Stock	443,452		443,452	D
Class B Common Stock	⁽²⁾							⁽³⁾	⁽⁴⁾	Class A Common Stock	24,752		24,752⁽¹⁾	I	By 1989 Trust f/b/o Son
Class B Common Stock	⁽²⁾							⁽³⁾	⁽⁴⁾	Class A Common Stock	23,440		23,440⁽¹⁾	I	By 1990 Trust f/b/o Son
Class B Common Stock	⁽²⁾							⁽³⁾	⁽⁴⁾	Class A Common Stock	17,340		17,340⁽¹⁾	I	By 1992 Trust f/b/o Daughter
Class B Common Stock	⁽²⁾							⁽³⁾	⁽⁴⁾	Class A Common Stock	48,696		48,696⁽¹⁾	I	By 2000 Trust f/b/o Son
Class B Common Stock	⁽²⁾							⁽³⁾	⁽⁴⁾	Class A Common Stock	48,696		48,696⁽¹⁾	I	By 2000 Trust f/b/o Son
Class B Common Stock	⁽²⁾							⁽³⁾	⁽⁴⁾	Class A Common Stock	48,696		48,696⁽¹⁾	I	By 2000 Trust f/b/o Daughter
Class B Common Stock	⁽²⁾							⁽³⁾	⁽⁴⁾	Class A Common Stock	1,040		1,040⁽¹⁾	I	By 2004 Trust f/b/o Son
Class B Common Stock	⁽²⁾							⁽³⁾	⁽⁴⁾	Class A Common Stock	1,040		1,040⁽¹⁾	I	By 2004 Trust f/b/o Son
Class B Common Stock	⁽²⁾							⁽³⁾	⁽⁴⁾	Class A Common Stock	1,040		1,040⁽¹⁾	I	By 2004 Trust f/b/o Daughter
Employee Stock Option (Right to Buy)⁽⁵⁾	$18.845							02/18/1999⁽⁶⁾	02/18/2008	Class A Common Stock	10,000		10,000	D
Employee Stock Option (Right to buy)⁽⁵⁾	$18.375							02/24/2000⁽⁶⁾	02/24/2009	Class A Common Stock	10,000		10,000	D
Employee Stock Option (Right to buy)⁽⁵⁾	$15.72							02/15/2001⁽⁶⁾	02/15/2010	Class A Common Stock	10,000		10,000	D
Employee Stock Option (Right to Buy)⁽⁵⁾	$19.2969							02/13/2002⁽⁶⁾	02/13/2011	Class A Common Stock	10,000		10,000	D
Employee Stock Option (Right to Buy)⁽⁵⁾	$41.44							02/12/2003⁽⁶⁾	02/12/2012	Class A Common Stock	10,000		10,000	D
Employee Stock Option (Right to Buy)⁽⁵⁾	$23.595							02/11/2004⁽⁶⁾	02/11/2013	Class A Common Stock	8,000		8,000	D
Employee Stock Option (Right to Buy)⁽⁵⁾	$21.6							02/10/2005⁽⁶⁾	02/10/2014	Class A Common Stock	8,000		8,000	D
Employee Stock Option (Right to Buy)⁽⁸⁾	$27.22	02/15/2005		A		8,000		02/15/2005⁽⁶⁾	02/15/2014	Class A Common Stock	8,000	⁽⁷⁾	8,000	D

Explanation of Responses:

1. The reporting person is trustee for these shares held in trusts for the benefit of the reporting person's children.

2. The Conversion of Class B Common Stock to Class A Common Stock is 1-for-1.

3. Immediately

4. There is no expiration date for conversion privileges for Class B Common Stock.

5. Options granted under the OshKosh B'Gosh, Inc. 1994 Incentive Stock Option Plan, which provides for tax withholding rights.

6. Option vests in 25% increments annually over a four-year period, beginning on the date indicated.

7. This transaction is an option grant for no consideration.

8. Options granted under the OshKosh B'Gosh, Inc. 2004 Incentive Stock Plan, which provides for tax withholding rights.

Remarks:

	William F. Wyman By: Michael L. Heider by Power of Attorney	02/17/2005
	** 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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