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ROSS STORES, INC. Director's Dealing 2016

Jun 3, 2016

30021_dirs_2016-06-02_037b3086-b29f-4dae-a13a-60cfdb14fb14.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ROSS STORES INC (ROST)
CIK: 0000745732
Period of Report: 2016-05-31

Reporting Person: BALMUTH MICHAEL (Director, Chairman, Executive)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2016-05-31 Common Stock S 78194 $53.3875 Disposed 61548 Direct
2016-06-01 Common Stock M 116790 Acquired 178338 Direct
2016-06-01 Common Stock S 116790 $53.494 Disposed 61548 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2016-06-01 RSU $ M 116790 Disposed Common Stock (116790) Direct

Footnotes

F1: Shares were sold pursuant to the terms of a pre-established 10b5-1 Plan.

F2: The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $53.07 to $54.13, 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.

F3: The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $53.26 to $53.85, 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.

F4: Each RSU share represents the right to receive one share of ROST common stock.

F5: The RSU vested 25% on May 31,2014, 25% on May 31, 2015 and 50% on May 31, 2016, subject to continued employment, and vested share rights will be settled in ROST common stock on June 1, 2016.

F6: Securities Beneficially Owned includes shares acquired pursuant to issuer's employee stock purchase plan in a transaction exempt under Rule 16b-3.