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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*
Pfeifle Jeffrey
(Last) (First) (Middle)
C/O J.CREW GROUP, INC.
770 BROADWAY
(Street)
NEW YORK NY 10003
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
J CREW GROUP INC [ JCG ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President
3. Date of Earliest Transaction (Month/Day/Year)
05/23/2007
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)
Code V Amount (A) or (D) Price
Common Stock par value $0.01 05/23/2007 M 21,700 A $3.53 530,841(1) D
Common Stock par value $0.01 05/23/2007 S(2) 5,000 D $41.6098(3) 525,841(1) D
Common Stock par value $0.01 05/23/2007 S(2) 5,000 D $41.75(3) 520,841(1) D
Common Stock par value $0.01 05/23/2007 S(2) 4,200 D $42.3(3) 516,641(1) D
Common Stock par value $0.01 05/23/2007 S(2) 2,500 D $42.15(3) 514,141(1) D
Common Stock par value $0.01 05/23/2007 S(2) 2,500 D $42.2(3) 511,641(1) D
Common Stock par value $0.01 05/23/2007 S(2) 2,500 D $42.0972(3) 509,141(1) D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to purchase) $3.53 05/23/2007 M 21,700 (4) 02/20/2013 Common Stock 21,700 $0 125,301(5) D
Explanation of Responses:
1. Includes 114,930 restricted shares of Common Stock, granted under an equity incentive plan of the issuer, of which 24,197 shares will vest on each of November 1, 2007 and November 1, 2008; 29,036 shares will vest on August 14, 2009; and, subject to the issuer's satisfaction of certain performance criteria over a three-year period commencing on May 15, 2007, 18,750 shares will vest on each of May 15, 2011 and May 15, 2012.
2. The sales reported in this Form 4 were made pursuant to a Rule 10b5-1 trading plan entered into by Mr. Pfeifle on March 16, 2007.
3. The sale prices reported on this Form 4 are averages of prices from multiple transactions. Please see Schedule A filed herewith as Exhibit 99.1 for individual transaction volumes and prices.
4. The options were exercisable as of 2/1/2007.
5. 44,300 of the options were exercisable on 2/1/2007 and 81,001 of the options will vest and become exercisable on 2/1/2008.
Remarks:
6. Arlene S. Hong is signing on behalf of Jeffrey Pfeifle pursuant to an authorization and designation letter previously filed with the SEC.
/s/ Arlene S. Hong on behalf of Jeffrey Pfeifle (6) 05/24/2007
** 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.

 

 

Exhibit 99.1

 

Schedule A

Block 1

Quantity

Price

200

41.65

300

41.62

600

41.60

100

41.68

200

41.65

200

41.65

100

41.65

200

41.60

100

41.60

300

41.60

100

41.60

100

41.60

2500

41.60

Block 2

Quantity

Price

100

41.75

2200

41.75

500

41.75

200

41.75

1800

41.75

100

41.75

100

41.75

Block 3

Quantity

Price

100

42.30

200

42.30

100

42.30

400

42.30

1700

42.30

100

42.30

1100

42.30

400

42.30

100

42.30

Block 4

Quantity

Price

100

42.15

200

42.15

200

42.15

2000

42.15

Block 5

Quantity

Price

1300

42.20

1200

42.20

 

Block 6

Quantity

Price

100

42.12

500

42.11

200

42.09

1100

42.08

400

42.12

200

42.11