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^*

SHEVELAND PATRICIA M

(Last)

(First)

(Middle)

8500 NORMANDALE LAKE BLVD

SUITE 1400

(Street)

BLOOMINGTON

55437

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RTW INC /MN/ [ RTWI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP-Case & Claims Management

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2006

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								2,737⁽¹⁾	I	By KSOP
Common Stock	11/03/2006		M		2,500	A	$2.6	4,354	D
Common Stock	11/03/2006		M		1,500	A	$4.5	5,854	D
Common Stock	11/03/2006		M		996	A	$6.18	6,850	D
Common Stock	11/03/2006		S		4,996	D	$9.514⁽²⁾	1,854	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)	$2.6	11/03/2006		M			2,500	04/24/2003	04/24/2012	Common Stock	2,500	$2.6	0	D
Stock Options (Right to Buy)	$4.5	11/03/2006		M			1,500	04/28/2002	04/28/2011	Common Stock	1,500	$4.5	0	D
Stock Options (Right to Buy)	$6.18	11/03/2006		M			996	02/11/2005	02/11/2014	Common Stock	996	$6.18	14,004	D

Explanation of Responses:

1. Total securites owned include 278 shares issued to the reporting owner on April 14, 2006 pursuant to the Company's 1995 Employee Stock Purchase Plan and therefore, exempt under Section 16(b) by virtue of Rule 16b-3(c). Although transactions exempt under Rule 16b-3(c) are not required to be reported, the reporting person is disclosing this acquisition to ensure that current information is available to the public.

2. Price represents the average sale price for all shares sold on transaction date.

Remarks:

	/s/ Patricia M. Sheveland	11/07/2006
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.