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^*

KRELL EDWARD M

(Last)

(First)

(Middle)

C/O DESTINATION MATERNITY CORPORATION

456 NORTH FIFTH STREET

(Street)

PHILADELPHIA

19123

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Destination Maternity Corp [ DEST ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2012

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	11/16/2012		A		9,427	A	$0	188,944⁽¹⁾⁽²⁾	D
Common Stock	11/19/2012		M		28,090	A	$6.87	217,034⁽¹⁾⁽²⁾	D

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)
Stock Options (Right to Buy)	$6.87	11/19/2012		D			51,910	⁽³⁾	09/29/2018	Common Stock	51,910	⁽⁴⁾	108,090	D
Stock Options (Right to Buy)	$6.87	11/19/2012		M			28,090	⁽³⁾	09/29/2018	Common Stock	28,090	$0	80,000	D
Stock Options (Right to Buy)	$11.89							⁽⁵⁾	01/29/2020	Common Stock	36,000		36,000	D
Stock Options (Right to Buy)	$22.13							⁽⁶⁾	03/03/2021	Common Stock	40,000		40,000	D
Stock Options (Right to Buy)	$18.2							⁽⁷⁾	03/06/2022	Common Stock	28,604		28,604	D
Stock Options (Right to Buy)	$19.89	11/16/2012		A		23,230		⁽⁸⁾	11/16/2022	Common Stock	23,230	$0	23,230	D

Explanation of Responses:

1. Includes 12,800 shares of unvested restricted stock from the March 3, 2011 grant of 16,000 shares, which shares vest in equal annual installments over a five (5) year period beginning on March 3, 2012, and 13,725 shares from the March 6, 2012 grant of 18,299 shares, which shares vest in four (4) annual installments beginning on November 18, 2012 as follows: 4,574 shares vested on November 18, 2012, and 4,575 shares vest on each of November 18, 2013, November 18, 2014, and November 18, 2015. Also includes 9,427 shares of restricted stock issued to the Reporting Person by the Issuer on November 16, 2012, which shares vest in four (4) annual installments beginning on November 16, 2013 as follows: 2,356 shares vest on November 16, 2013, and 2,357 shares vest on each of November 16, 2014, November 16, 2015, and November 16, 2016.

2. 1,182 of these shares were purchased by the Reporting Person pursuant to the Issuer's Employee Stock Purchase Plan.

3. On September 29, 2008, options to purchase 400,000 shares were granted to the Reporting Person by the Issuer. The options vest and are exercisable in five (5) equal annual installments beginning on September 29, 2009. All of the 80,000 remaining outstanding September 29, 2008 options are unvested.

4. The inherent value of the shares underlying these options being surrendered to the Issuer is being applied to pay the exercise price and applicable tax withholdings for the option exercise reported in the next line in this Table II.

5. On January 29, 2010, options to purchase 60,000 shares were granted to the Reporting Person by the Issuer. The options vest and are exercisable in five (5) equal annual installments beginning on January 29, 2011. All of the 36,000 remaining outstanding January 29, 2010 options are unvested.

6. On March 3, 2011, options to purchase 40,000 shares were granted to the Reporting Person by the Issuer. The options vest and are exercisable in five (5) equal annual installments beginning on March 3, 2012. 8,000 of the March 3, 2011 options are vested and 32,000 are unvested.

7. On March 6, 2012, options to purchase 28,604 shares were granted to the Reporting Person by the Issuer. The options vest and are exercisable in four (4) equal annual installments beginning on November 18, 2012. 7,151 of the March 6, 2012 options are vested and 21,453 are unvested.

8. On November 16, 2012, options to purchase 23,230 shares were granted to the Reporting Person by the Issuer. The options vest and are exercisable in four (4) annual installments beginning on November 16, 2013 as follows: 5,807 shares vest on each of November 16, 2013 and November 16, 2015, and 5,808 shares vest on each of November 16, 2014 and November 16, 2016. All 23,230 of the November 16, 2012 options are unvested.

	Edward M. Krell	11/20/2012
	** Signature of Reporting Person	Date
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