Shira Goodman Form 4 STAPLES / SHIRA GOODMAN ownership change

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^*

GOODMAN SHIRA

(Last) (First) (Middle)

FIVE HUNDRED STAPLES DRIVE

(Street)

FRAMINGHAM MA 01702

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
STAPLES INC [ SPLS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President NA Operations

3. Date of Earliest Transaction (Month/Day/Year)
04/22/2016

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/22/2016		A		68,861(1)	A	$0	71,863	D
Common Stock								173,577	I	Shira D Goodman Trust

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
Phantom Stock Unit 401(k)	(2)							(3)	(3)	Common Stock	813		813	D
Phantom Stock Unit SERP	(4)							(3)	(3)	Common Stock	542		542	D

Explanation of Responses:

1. Restricted Stock Unit vesting as follows: 1/3 vests on April 22, 2017; 1/3 vests on April 22, 2018; 1/3 vests on April 22, 2019.

2. Phantom Stock Units are held in a 401(k) and are payable in cash following the reporting person's termination of employment. Number of underlying shares of common stock is based on April 18, 2016 account statement and reflects acquisitions resulting from dividend reinvestment feature.

3. See Table II, Column 2.

4. Phantom Stock Units are held in a SERP and are payable in cash following the reporting person's termination of employment. Number of underlying shares of common stock is based on April 18, 2016 account statement and reflects acquisitions resulting from dividend reinvestment feature.

Remarks:

	Michael Williams, attorney-in-fact	04/26/2016
	** 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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