Childrens Place, Inc. — Director's Dealing 2012

Apr 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHILDRENS PLACE RETAIL STORES INC (PLCE)
CIK: 0001041859
Period of Report: 2012-03-29

Reporting Person: ELFERS JANE T (Director, PRESIDENT AND CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-29	Common Stock, par value $0.10 per share	S	22793	$52.17	Disposed	145232	Direct
2012-03-30	Common Stock, par value $0.10 per share	S	25	$52.00	Disposed	145207	Direct
2012-03-30	Common Stock, par value $0.10 per share	A	96768	—	Acquired	241975	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 29, 2011. The shares were sold to pay tax liabilities incident to the vesting of deferred stock.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.01 to $52.42, inclusive. The reporting person undertakes to provide to The Children's Place Retail Stores, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F3: Represents shares of Common Stock, par value $0.10 per share, of The Children's Place Retail Stores, Inc. (the "Company"), underlying a restricted stock unit award granted under the Company's 2011 Equity Incentive Plan (the "Plan") on March 30, 2012, 25% of such shares are deliverable to Ms. Elfers on the first and second anniversaries of the date of grant and 50% of such shares are deliverable on the third anniversary of the date of grant, provided Ms. Elfers is employed by the Company on the respective vesting dates, subject to the terms and conditions of the Plan.