Pier 1 Imports Form 4/A Change in insider ownership (amended)

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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X

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^*

TOWLE & CO

(Last) (First) (Middle)

1610 DES PERES ROAD

SUITE 250

(Street)

ST. LOUIS MO 63131

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PIER 1 IMPORTS INC/DE [ PIR ]

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

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
See Footnote 1 and Remarks

3. Date of Earliest Transaction (Month/Day/Year)
04/06/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)
04/10/2018

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(1)	04/06/2018		J		1,580	D	$3.43	8,763,835(1)	I	See Footnote (1) and (2)(1)(2)
Common Stock(1)	04/06/2018		J		615	A	$3.43	8,764,450	I	See Footnote (1) and (2)(1)(2)
Common Stock(1)	04/10/2018		P		275	A	$3.5282	8,764,725	I	See Footnote (1) and (2)(1)(2)

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

Explanation of Responses:

1. See Explanation of Responses/Remarks.

2. Transactions code J represents a client account termination which transferred PIR shares out in-kind, and a new client account which transferred in PIR shares.

Remarks:

This amendment is being filed to reflect that Towle & Co. ("Towle") is not subject to Section 16 of the Securities Exchange Act of 1940, as amended (the "Exchange Act") with respect to the issuer's securities. Towle, a registered investment adviser under Section 203 of the Investment Advisers Act of 1940, as amended, manages the accounts of its investment advisory clients on a discretionary basis in the ordinary course of its business, some of which may hold securities of the issuer. Towle has not acquired the securities of the issuer with the purpose or effect of changing or influencing control of the issuer or engaging in any arrangement subject to Exchange Act Rule 13d-3(b). There is no agreement or understanding among Towle's investment advisory clients to act together for the purpose of acquiring, holding, voting, or disposing of any securities. Based on the foregoing facts and pursuant to Exchange Act Rule 16a-1(a)(1)(v), Towle is not deemed to be a beneficial owner of the issuer's securities held for the benefit of its investment advisory clients, not is Towle subject to Section 16 of the Exchange Act with respect to the issuer's securities. Accordingly, Form 4s need not be filed on behalf of Towle as this time and will not be filed going forward unless and until required under the Exchange Act.

	Matthew Hardin	04/23/2018
	** Signature of Reporting Person	Date
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