SEC Filing | Ross Stores, Inc.

View:

SEC FORM 4 SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ORBAN GEORGE

(Last)

(First)

(Middle)

5130 HACIENDA DRIVE

(Street)

DUBLIN

94568

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ROSS STORES INC [ ROST ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2015

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/14/2015		M		18,058	A	$13.845	249,796	D
Common Stock								63,700	I	by Daughter⁽¹⁾
Common Stock								24,500	I	by Daughter Sophie⁽²⁾
Common Stock								48,655	I	by Daughter Trust II⁽³⁾
Common Stock								2,191,827	I	by Partnership
Common Stock								63,700	I	by Son⁽⁴⁾
Common Stock								48,655	I	by Son Trust II⁽⁵⁾
Common Stock								87,855	I	by Sophie Trust II⁽⁶⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$13.845	05/14/2015		M			18,058	⁽⁷⁾	05/19/2015	Common Stock	18,058	$0	0	D

Explanation of Responses:

1. Securities held in the name of Anne Elise Orban Trust.

2. Securities held by daughter Sophie under UGMA, with non-household member as custodian.

3. Securities held in the name of Anna Elise Orban Trust II.

4. Securities held in the name of Jeremy Gyuri Orban Trust.

5. Securities held in the name of Jeremy Gyuri Orban Trust II.

6. Securities held in the name of Sophie Orban Trust II.

7. Grant to reporting person of an option which begins vesting six months from grant date (Initial Vest Date). On Initial Vest Date, grant vests and becomes exercisable as to 1/6 of shares granted and then vests and becomes exercisable as to 1/36 of shares granted per month thereafter.

	/s/John Call for George P. Orban	05/18/2014
	** 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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

ROSS STORES, INC.
POWER OF ATTORNEY
The undersigned hereby authorizes John G. Call, Executive Vice President,
Finance and Legal, and Corporate Secretary; Deon Riley, Senior Vice
President, Human Resources; Ken Jew, Group Vice President, Corporate Counsel
and Assistant Corporate Secretary; and Monte Young, Senior Director,
Compensation-HRIM of Ross Stores, Inc. (the "Company"), to execute for and
on behalf of the undersigned, in the undersigned's capacity as an officer or
director of the Company, Form ID Uniform Application for Access Codes and
Passwords to File on EDGAR, Forms 4 and 5, and any amendments thereto, and
cause such form(s) to be filed with the United States Securities and
Exchange Commission pursuant to Section 16(a) of the Securities Act of
1934, relating to the undersigned's beneficial ownership of securities
in the Company.  The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the exercise of
any of the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present, with
full power of substitution or revocation, hereby ratifying and confirming
all that such attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this power
of attorney and the rights and powers herein granted.  The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such
capacity at the request of the undersigned, are not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 4 and 5 with respect to
the undersigned's holdings of, and transactions in, securities issued by
the Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.
In Witness Whereof, the undersigned has caused this Power of Attorney to be
executed as of this 13th day of February 2015.
____/s/ George Orban____
(Signature)


SV\340998.1