As filed with the Securities and Exchange Commission on March 30, 2016 

Registration No. 333-_________

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

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Ross Stores, Inc.
(Exact name of registrant as specified in its charter)

 	 	 	
Delaware	 	94-1390387	
(State or other jurisdiction of incorporation or organization)	 	(I.R.S. Employer Identification No.)	
 	
5130 Hacienda Drive, Dublin, California	 	94568-7579	
(Address of principal executive offices)	 	(Zip Code)	

Amended and Restated Ross Stores, Inc. Employee Stock Purchase Plan
(Full title of the plan)

Michael Hartshorn, Group Senior Vice President, Chief Financial Officer
Ross Stores, Inc.
5130 Hacienda Drive, Dublin, California 94568
(925) 965-4400
(Name, address and telephone number, including area code, of agent for service)

With a copy to:
Brad Rock, Esq.
DLA Piper LLP (US)
555 Mission Street, Suite 2400, San Francisco, California 94105
(415) 836-2500
       
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 	 	
Large Accelerated Filer   T	Accelerated Filer  £	
Non-accelerated filer  £	Smaller reporting company  £	

CALCULATION OF REGISTRATION FEE

 	 	 	 	 	 	 	 	 	

Title of securities
to be registered1	 	

Amount to be
registered2	 	
Proposed maximum
offering price
per share3	 	
Proposed maximum
aggregate offering
price3	 	
Amount of registration fee	
Common stock
Par Value $0.01	 	5,000,000	 	$58.02	 	$290,100,000	 	$29,213	
___________________________________________
1 The securities to be registered include options and rights to acquire the common stock of Ross Stores, Inc.
2 Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, (the “Securities Act”), this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or similar transaction.
3 Estimated pursuant to Rule 457(h) and 457(c) of the Securities Act solely for purposes of calculating the registration fee. The price for the shares under the plan is based upon the average of the high ($58.41) and low ($57.62) prices of the Common Stock on March 23, 2016, as reported on the Nasdaq Stock Market.

1

Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.    Incorporation of Documents by Reference.
Ross Stores, Inc. (the “Registrant”) hereby incorporates by reference into this Registration Statement the following documents that have been filed by the Registrant with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”):
(a)The Registrant’s Annual Report on Form 10-K filed pursuant to Section 13(a) of the Exchange Act, containing audited financial statements for the Registrant’s fiscal year ended January 30, 2016, as filed with the SEC on March 29, 2016.
(b)All other reports filed pursuant to Section 13(a) of the Exchange Act since the end of the fiscal year covered by the Registrant's Annual Report on Form 10-K referred to in (a) above.
(c)The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents.
Item 4.    Description of Securities.
Inapplicable.
Item 5.    Interests of Named Experts and Counsel.
Inapplicable.
Item 6.    Indemnification of Directors and Officers.
Section 102(b) of the Delaware General Corporation Law (“DGCL”) authorizes a corporation to provide in its Certificate of Incorporation that a director of the corporation shall not be personally liable to a corporation or its stockholders for monetary damages for breach or alleged breach of the director’s “duty of care.” While this statute does not change the directors’ duty of care, it enables corporations to limit available relief to equitable remedies such as injunction or rescission. The statute has no effect on a director’s duty of loyalty or liability for acts or omissions not in good faith or involving intentional misconduct or knowing violations of law, illegal payment of dividends or stock redemptions or repurchases, or for any transaction from which the director derives an improper personal benefit. As permitted by the statute, the Registrant has adopted provisions in its Certificate of Incorporation which eliminate to the fullest extent permissible under Delaware law the personal liability of its directors to the Registrant and its stockholders for monetary damages for breach or alleged breach of their duty of care.
Section 145 of the DGCL provides for the indemnification of officers, directors, employees and agents of a corporation. The Bylaws of the Registrant provide for indemnification of its directors, officers, employees and agents to the fullest extent permitted by Delaware law, including those circumstances in which indemnification would otherwise be discretionary under Delaware law. The Registrant’s Bylaws also empower it to enter into indemnification agreements with its directors and officers and to purchase insurance on behalf of any person whom it is required or permitted to indemnify. The Registrant has entered into agreements with its directors and its executive officers that require the Registrant to indemnify such persons to the fullest extent permitted under

2

Delaware law against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred (including expenses of a derivative action) in connection with any proceeding, whether actual or threatened, to which any such person may be made a party by reason of the fact that such person is or was a director or an executive officer of the Registrant or any of its affiliated enterprises. The indemnification agreements also set forth certain procedures that will apply in the event of a claim for indemnification thereunder.
Section 145 of the DGCL provides for indemnification in terms sufficiently broad to indemnify such individuals, under certain circumstances, for liabilities (including reimbursement of expenses incurred) arising under the Securities Act.
Item 7.    Exemption from Registration Claimed.
Inapplicable.
Item 8.    Exhibits.
See Exhibit Index.
Item 9.    Undertakings.
The undersigned Registrant hereby undertakes:
(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i)To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and
(iii)To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;  provided, however , that paragraphs (1)(i) and (1)(ii) of this Item 9 do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement;
(2)That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial  bona fide  offering thereof; and
(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial  bona fide  offering thereof.

3

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the indemnification provisions summarized in Item 6 or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

4

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dublin, State of California, on March 30, 2016.

 	ROSS STORES, INC.	

By:	/s/Michael J. Hartshorn	
 	Michael J. Hartshorn	
 	Group Senior Vice President, Chief Financial Officer	

5

POWER OF ATTORNEY
The officers and directors of Ross Stores, Inc. whose signatures appear below hereby constitute and appoint Barbara Rentler and Michael J. Hartshorn, and each of them, their true and lawful attorneys and agents, with full power of substitution, each with power to act alone, to sign and execute on behalf of the undersigned this Registration Statement on Form S-8, and any amendment or amendments hereto, and each of the undersigned does hereby ratify and confirm all that each attorney and agent, or his or her substitutes, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date	
 	 	 	
/s/Barbara Rentler	Chief Executive Officer, Director	March 30, 2016	
Barbara Rentler	(Principal Executive Officer)	 	
 	 	 	
/s/Michael J. Hartshorn	Group Senior Vice President, Chief Financial	March 30, 2016	
Michael J. Hartshorn	Officer, and Principal Accounting Officer	 	
 	(Principal Financial and Accounting Officer)	 	
 	 	 	
/s/Michael Balmuth	Executive Chairman of the Board, Director	March 30, 2016	
Michael Balmuth	 	 	
 	 	 	
/s/K. Gunnar Bjorklund	Director	March 30, 2016	
K. Gunnar Bjorklund	 	 	
 	 	 	
/s/Michael J. Bush	Director	March 30, 2016	
Michael J. Bush	 	 	
 	 	 	
/s/Norman A. Ferber	Chairman Emeritus of the Board, Director	March 30, 2016	
Norman A. Ferber	 	 	
 	 	 	
/s/Sharon D. Garrett	Director	March 30, 2016	
Sharon D. Garrett	 	 	
 	 	 	
/s/Stephen D. Milligan	Director	March 30, 2016	
Stephen D. Milligan	 	 	
 	 	 	
/s/G. Orban	Director	March 30, 2016	
George P. Orban	 	 	
 	 	 	
/s/Michael O’Sullivan	President and Chief Operating Officer, Director	March 30, 2016	
Michael O’Sullivan	 	 	
 	 	 	
/s/Larry S. Peiros	Director	March 30, 2016	
Lawrence S. Peiros	 	 	
 	 	 	
/s/G. L. Quesnel	Director	March 30, 2016	
Gregory L. Quesnel	 	 	

6

EXHIBIT INDEX

Exhibit No.	Exhibit Description	
 	 	
4.1	Certificate of Incorporation of Ross Stores, Inc. as amended (Corrected First Restated Certificate of Incorporation, dated March 17, 1999, together with amendments thereto through Amendment of Certificate of Incorporation dated May 29, 2015) incorporated by reference to Exhibit 3.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended August 1, 2015.
	
4.2	Amended and Restated Bylaws of Ross Stores, Inc. as amended, dated January 23, 2013, incorporated by reference to Exhibit 3.3 to the Form 10-K filed by Ross Stores, Inc. for the year ended February 2, 2013.	
 	 	
5	Legal Opinion of DLA Piper LLP (US).
	
23.1	Consent of Counsel (included in Exhibit 5).
	
23.2	Consent of Independent Registered Public Accounting Firm.
	
24	Power of Attorney (included in signature page to this Registration Statement).

7

Exhibit 5

DLA Piper LLP (US)
555 Mission Street, Suite 2400
San Francisco, California 94105
www.dlapiper.com

March 29, 2016 

Ross Stores, Inc.
5130 Hacienda Drive
Dublin, California

Re: Registration Statement on Form S‑8

Ladies and Gentlemen:

We have acted as counsel for Ross Stores, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing of the Registration Statement on Form S-8 (the “ Registration Statement ”) filed or to be filed by the Company with the Securities and Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended (the “ Securities Act ”), with respect to the issuance from time to time of up to 5,000,000 shares of the Company’s common stock, par value $0.01 per share (the “ Shares ”), pursuant to awards granted or to be granted under the Amended and Restated Ross Stores, Inc. Employee Stock Purchase Plan (as may be amended from time to time, the “ Plan ”).
In connection herewith, we have examined all instruments, documents and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed, without independent investigation, the following: (i) the genuineness of all signatures on all documents; (ii) that each individual executing any document, whether on behalf of such individual or an entity, is legally competent to do so; (iii) the due authority of the parties signing any document on behalf of a party (other than the Company); (iv) the authenticity of all documents submitted to us as originals; (v) the completeness and conformity to the originals of all documents submitted to us as certified or photostatic copies; (vi) that all public records reviewed or relied upon by us are true and complete; (vii) that all statements and information contained in any documents are true and complete; (viii) that there has been no oral or written modification or amendments to any documents by action or omission of the parties or otherwise. We have also assumed that the offer and sale of the Shares complies and will comply in all respects with the terms, conditions and restrictions set forth in the Registration Statement and the Plan. The Company has represented to us and we have also assumed that the Company has reserved from its duly authorized but unissued and otherwise unreserved capital stock a sufficient number of shares of Common Stock for issuance under the Plan. We have also assumed that the Company will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue the Shares in accordance with the Plan, the number of Shares which are then issuable and deliverable upon the settlement of awards under the Plan.
We do not express any opinion herein concerning any law other than the Delaware General Corporation Law (including the statutory provisions, all applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting the foregoing). No opinion is expressed herein with respect to the qualification of the Shares under the securities or blue sky laws of any state or any foreign jurisdiction.
This opinion speaks only at and as of its date and is based solely on the facts and circumstances known to us at and as of such date. In addition, in rendering this opinion, we assume no obligation to revise, update or supplement this opinion (i) should the present aforementioned laws of the State of Delaware be changed by legislative action, judicial decision or otherwise after the date hereof, or (ii) to reflect any facts or circumstances which may hereafter come to our attention after the date hereof.

Exhibit 5

Based upon, subject to and limited by the foregoing, we are of the opinion and so advise you that, with respect to the Shares to be issued after the filing of the Registration Statement, the issuance of the Shares has been duly authorized and, when issued, delivered and fully paid for in accordance with the terms of the Registration Statement and the Plan, such Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement and the use of our name wherever it appears in the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the Commission promulgated thereunder, or Item 509 of Regulation S-K.

Very truly yours,

DLA Piper LLP (US)

/s/DLA Piper LLP (US)

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 29, 2016, relating to the consolidated financial statements of Ross Stores, Inc. and subsidiaries (the "Company"), and the effectiveness of the Company's internal control over financial reporting, appearing in the Annual Report on Form 10-K of Ross Stores, Inc. for the year ended January 30, 2016.

/s/ Deloitte & Touche LLP

San Francisco, CA
March 29, 2016