ROSS STORES, INC. — Director's Dealing 2016

Mar 9, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ROSS STORES INC (ROST)
CIK: 0000745732
Period of Report: 2016-03-07

Reporting Person: FASSIO JAMES S (President, Chief Dev. Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-07	Common Stock	M	18000	$6.95250	Acquired	291148	Direct
2016-03-07	Common Stock	S	18000	$58.23450	Disposed	273148	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-07	Non-Qualified Stock Option (right to buy)	$6.95250	M	18000	Disposed	2016-03-16	Common Stock (18000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	495451	Indirect
Common Stock	129728	Indirect

Footnotes

F1: The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $58.00 to $58.68, 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.

F2: Securities held in the name of James S. Fassio Revocable Trust.

F3: Securities held in the name of James S. Fassio 2012 Dynasty Irrevocable Trust.

F4: 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.

F5: The Securities Beneficially Owned reflects a 2:1 stock split effected in the form of a stock dividend paid on 6/11/2015 to all holders of record on 4/22/15.