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^*

Thorne James W

(Last)

(First)

(Middle)

1825 THORNTON RIDGE ROAD

(Street)

TOWSON

21204

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BANK JOS A CLOTHIERS INC /DE/ [ JOSB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/27/2012

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, $.01 par value	03/27/2012		A		3,078	A	$0⁽¹⁾	11,225	D
Common Stock, $.01 par value	03/29/2014		D		3,078	D	⁽²⁾⁽³⁾	8,147	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)
Phantom Stock	⁽²⁾⁽³⁾	03/29/2014		A		3,078		⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Common Stock, $.01 par value	3,078	⁽²⁾⁽³⁾	6,853	D

Explanation of Responses:

1. This item reports the acquisition of 3,078 restricted stock units that were certified as having been earned by the Reporting Person on March 27, 2012. The restricted stock units were granted under the Issuer's 2010 Equity Incentive Plan.

2. The vesting of the restricted stock units was subject to the condition that the Reporting Person remain employed by the Issuer through March 29, 2014, the vesting date. Shares of the Issuer's Common Stock otherwise to be distributed to the Reporting Person on March 29, 2014, were instead deferred. No price was received or paid by the Reporting Person in connection with the grant, vesting or deferral of the restricted stock units.

3. Pursuant to the Reporting Person's previous election to defer the receipt of shares of the Issuer's Common Stock arising from the earned stock units described in Note 1, phantom stock was acquired by the Reporting Person pursuant to the terms of the Issuer's Deferred Compensation Plan. Each share of phantom stock is the economic equivalent of one share of the Issuer's Common Stock. Except as otherwise provided under the terms of the Deferred Compensation Plan, the shares of phantom stock will become payable in shares of the Issuer's Common Stock (or cash at the Issuer's election) upon the earliest to occur of Separation from Service (subject to a 6 month delay for specified employees), death, Change in Control or a scheduled withdrawal date.

	James W. Thorne	03/31/2014
	** 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).
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