Obrien John F Form 4 TJX COMPANIES / JOHN F OBRIEN 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^*

OBRIEN JOHN F

(Last) (First) (Middle)

C/O THE TJX COMPANIES, INC.

770 COCHITUATE RD.

(Street)

FRAMINGHAM MA 01701

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TJX COMPANIES INC /DE/ [ TJX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2018

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	06/05/2018		M(1)		1,097	A	$0.00(1)	62,292	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Stock Units	$0.00	06/05/2018		A		850.79		(2)	(2)	Common Stock	850.79	$0.00	51,801.91	D
Deferred Stock Units	$0.00	06/05/2018		A		719.32		(3)	(3)	Common Stock	719.32	$0.00	52,521.23	D
Deferred Stock Units	$0.00	06/05/2018		A		850.79		(4)	(4)	Common Stock	850.79	$0.00	6,809.85	D
Deferred Stock Units	$0.00	06/05/2018		A		84.13		(5)	(5)	Common Stock	84.13	$0.00	6,893.98	D
Deferred Stock Units	$0.00	06/05/2018		M			1,097	(1)	(1)	Common Stock	1,097	$0.00	5,796.98	D

Explanation of Responses:

1. Receipt of deferred shares granted on June 6, 2017 in accordance with the terms of the Stock Incentive Plan. Includes an amount equal to the aggregate dividends for which there has been a record date since June 6, 2017.

2. Constitutes an annual award of deferred shares under the Stock Incentive Plan having a value of $80,000. Shares will be delivered upon the Director's departure from the Board, under and subject to the terms of the Plan.

3. Constitutes an award of deferred shares under the Stock Incentive Plan having a value equal to the aggregate dividends on any previously granted annual award of deferred shares under the Plan for which there has been a record date since June 6, 2017. Deferred shares will be delivered upon the Director's departure from the Board at the same time the shares subject to the annual award are delivered, under and subject to the terms of the Plan.

4. Constitutes an additional award of deferred shares under the Stock Incentive Plan having a value of $80,000. Shares vest on the date immediately preceding the date of the Company's annual meeting of stockholders next succeeding the award grant date, provided that the recipient is still a Director on that date or, to the extent provided by the terms of the award document, in connection with an earlier Change of Control. Vested shares will be delivered following vesting or upon the Director's departure from the Board, in accordance with the Director's advance irrevocable election, if any, under and subject to the terms of the Plan.

5. Constitutes an award of deferred shares under the Stock Incentive Plan having a value equal to the aggregate dividends on any previously granted additional award of deferred shares under the Plan, which have not yet been delivered to the Director, for which there has been a record date since June 6, 2017. Deferred shares will be delivered at the same time the shares subject to the applicable additional award are delivered, under and subject to the terms of the Plan.

Remarks:

	/s/ Mary B. Reynolds, by Power of Attorney dated September 6, 2006	06/07/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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