Staples (SPLS) Form 3 STAPLES / Steven Matyas ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Matyas Steven

(Last) (First) (Middle)

500 STAPLES DRIVE

(Street)

FRAMINGHAM MA 01702

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/29/2017

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	164,691.729(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option to Purchase	07/02/2008(2)	07/02/2017	Common Stock	25,463	24.42	D
Option to Purchase	07/01/2009(2)	07/01/2018	Common Stock	27,576	24.3	D
Option to Purchase	07/01/2010(2)	07/01/2019	Common Stock	29,653	20.12	D
Option to Purchase	07/01/2011(2)	07/01/2020	Common Stock	29,478	19.27	D
Option to Purchase	07/01/2012(2)	07/01/2021	Common Stock	39,406	15.93	D
Option to Purchase	07/01/2013(2)	07/01/2022	Common Stock	37,338	13.03	D

Explanation of Responses:

1. Includes 11,112 Restricted Stock Units vesting as follows: 1/3 on 4/22/2017, 1/3 on 4/22/2018 and 1/3 on 4/22/2019.

2. Four Year Vesting: Options exercisable in four annual installments beginning on date stated.

Remarks:

	Michael Williams, attorney-in-fact	02/07/2017
	** 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 5 (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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