CAO, GEN COUNSEL & SECRETARY Shure Jared was granted 22,063 shares, increasing direct ownership by 38% to 79,767 units (SEC Form 4)
$PLCE
Clothing/Shoe/Accessory Stores
Consumer Discretionary
| 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 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Childrens Place, Inc. [ PLCE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/24/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 $0.10 per share | 03/24/2025 | A | 19,313(1)(2) | A | $0 | 77,017(3) | D | |||
| Common Stock, par value $0.10 per share | 03/24/2025 | A | 606(4) | A | $0 | 77,623(3) | D | |||
| Common Stock, par value $0.10 per share | 03/24/2025 | A | 908(5) | A | $0 | 78,531(3) | D | |||
| Common Stock, par value $0.10 per share | 03/24/2025 | A | 309(6) | A | $0 | 78,840(3) | D | |||
| Common Stock, par value $0.10 per share | 03/24/2025 | A | 927(7) | A | $0 | 79,767(3) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Explanation of Responses: |
| 1. Represents shares of Common Stock, par value $0.10 per share, of The Children's Place, Inc. (the "Company"), underlying restricted stock units granted pursuant to dilution protections in connection with the consummation of the Company's recently completed Rights Offering. 19,313 of the granted shares are dilution protection for time restricted stock units originally granted on November 1, 2024 and deliverable to Mr. Shure on May 29, 2025, provided Mr. Shure is employed by the Company on the vesting date, subject to the terms and conditions of the Company's 2011 Equity Incentive Plan (the "Plan"). |
| 2. 12,875 of the granted shares are dilution protection for performance stock units originally granted on November 1, 2024, one-half of which are deliverable to Mr. Shure on each of April 15, 2026 and April 15, 2027, respectively, provided the Company certifies such performance awards (which may be achieved above or below the target number of shares) and Mr. Shure is employed by the Company on the respective vesting dates, subject to the terms and conditions of the Plan. |
| 3. Includes dividend equivalent shares that have accrued thereon. |
| 4. Represents shares of Common Stock, par value $0.10 per share, of The Children's Place, Inc. (the "Company"), underlying restricted stock units granted pursuant to dilution protections in connection with the consummation of the Company's recently completed Rights Offering. The shares reported are dilution protection for time restricted stock units originally granted on June 9, 2023, one-half of which are deliverable to Mr. Shure on each of May 22, 2025 and May 22, 2026, respectively provided Mr. Shure is employed by the Company on the vesting date, subject to the terms and conditions of the Company's 2011 Equity Incentive Plan. |
| 5. Represents shares of Common Stock, par value $0.10 per share, of The Children's Place, Inc. (the "Company"), underlying restricted stock units granted pursuant to dilution protections in connection with the consummation of the Company's recently completed Rights Offering. The shares reported are dilution protection for 7,525 performance stock units originally granted on June 9, 2023 (the "2023 Grant"). The change of control of the Company in February 2024, triggered a conversion of all performance awards into service-based awards at target without regard to the achievement of any performance metrics associated with the 2023 Grant. Such shares are deliverable to Mr. Shure in April 2026, provided Mr. Shure is employed by the Company on the vesting date, subject to the terms and conditions of the Company's 2011 Equity Incentive Plan. |
| 6. Represents shares of Common Stock, par value $0.10 per share, of The Children's Place, Inc. (the "Company"), underlying restricted stock units granted pursuant to dilution protections in connection with the consummation of the Company's recently completed Rights Offering. The shares reported are dilution protection for time restricted stock units originally granted on August 11, 2022, which are deliverable to Mr. Shure on each of May 23, 2025 provided Mr. Shure is employed by the Company on the vesting date, subject to the terms and conditions of the Company's 2011 Equity Incentive Plan. |
| 7. Represents shares of Common Stock, par value $0.10 per share, of The Children's Place, Inc. (the "Company"), underlying restricted stock units granted pursuant to dilution protections in connection with the consummation of the Company's recently completed Rights Offering. The shares reported are dilution protection for 7,679 performance stock units originally granted on August 11, 2022 (the "2022 Grant"). The change of control of the Company in February 2024, triggered a conversion of all performance awards into service-based awards at target without regard to the achievement of any performance metrics associated with the 2022 Grant. Such shares are deliverable to Mr. Shure in April 2025, provided Mr. Shure is employed by the Company on the vesting date, subject to the terms and conditions of the Company's 2011 Equity Incentive Plan. |
| /s/ Jared Shure | 03/26/2025 | |
| ** 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). | ||
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