ROSS STORES, INC. — Director's Dealing 2015

Mar 5, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ROSS STORES INC (ROST)
CIK: 0000745732
Period of Report: 2015-03-03

Reporting Person: O SULLIVAN MICHAEL B (President, Chief Operating Off)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-03	Common Stock	M	38000	$13.905	Acquired	401186	Direct
2015-03-03	Common Stock	S	38000	$105.319	Disposed	363186	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-03	Non-Qualified Stock Option (right to buy)	$13.905	M	38000	Disposed	2016-03-16	Common Stock (38000)	Direct

Footnotes

F1: Securities Beneficially Owned includes shares acquired pursuant to issuer's employee stock purchase plan in a transaction exempt under Rule 16b-3.

F2: Option is exercisable as it vests in monthly increments beginning the first full month from date of grant with a vested ratio of 1/72 for the first year, 2/72 for the second year and 3/72 for the third year.

F3: The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $105.25 to $105.45, inclusive. The reporting person undertakes to provide to Ross Stores, Inc., any security holder of Ross Stores, Inc., and to the staff of the Securities and Exchange Commission upon request, full information regarding the numbers of shares sold at each separate price within this price range.