FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Kautz Robert F 		2. Issuer Name and Ticker or Trading Symbol

99 CENTS ONLY STORES [ NYSE: NDN ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Exec VP & CFO
(Last)          (First)          (Middle)

C/O 99? ONLY STORES, 4000 UNION PACIFIC 		3. Date of Earliest Transaction (MM/DD/YYYY)

1/13/2012
(Street)

COMMERCE, CA 90023
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   1/13/2012     D    82051   (1) D $22   (2) 0   D    
Common Stock   1/13/2012     D    51333   (1) D $22   (2) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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 buy)   $9.54   11/11/2005     D   (1)       150000      (3) 11/11/2015   Common Stock   150000   $ 0   (4) (5) 0   D    
Stock Option (right to buy)   $6.58   1/11/2008     D   (1)       110678      (6) 1/11/2018   Common Stock   110678   $ 0   (4) (7) 0   D    

Explanation of Responses:
( 1)  Disposed of in connection with the Agreement and Plan of Merger, dated as of October 11, 2011, by and among 99 Cents Only Stores (the "Company"), Number Holdings, Inc., a Delaware corporation ("Parent"), and Number Merger Sub, Inc., a California corporation and a wholly owned subsidiary of Parent ("Merger Sub").
( 2)  As a result of the merger of Merger Sub with and into the Company (the "Merger"), each share of the Company's common stock, no par value (the "Company common stock"), was converted into the right to receive $22.00 in cash, without interest and less any applicable withholding taxes. Also, each outstanding performance stock unit granted under the Company's equity incentive plans was cancelled as of the effective time of the Merger. The holder of such performance stock unit is entitled to receive a cash payment equal to the product of (i) the number of unforfeited shares of Company common stock subject to the performance stock unit, multiplied by (ii) the $22.00 per share merger consideration, without interest and less any applicable withholding taxes. The 51,333 shares were subject to a performance stock unit award granted to Mr. Kautz on January 11, 2008 and were cancelled in exchange for a cash payment of $1,129,326.
( 3)  The options became exercisable in three equal annual installments beginning on November 11, 2006.
( 4)  Each outstanding stock option granted under the Company's equity incentive plans that represented the right to acquire Company common stock, whether or not then vested and exercisable, was, as of immediately prior to the effective time of the Merger, fully vested and exercisable contingent on the closing of the Merger and cancelled as of the effective time of the Merger. The holder of the stock option is entitled to receive a cash payment for each share of Company common stock subject to such stock option, equal to the excess, if any, of (i) the $22.00 per share merger consideration over (ii) the option exercise price payable in respect of such share of Company common stock issuable under such stock option, without interest and less any applicable withholding taxes.
( 5)  This option was cancelled in exchange for a cash payment of $1,869,000.
( 6)  The options became exercisable in three equal annual installments beginning on January 11, 2009.
( 7)  This option was cancelled in exchange for a cash payment of $1,706,654.76.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Kautz Robert F
C/O 99? ONLY STORES
4000 UNION PACIFIC
COMMERCE, CA 90023

Exec VP & CFO

Signatures
/s/ Robert F. Kautz 1/13/2012
** 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.
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