Sec Form 4 Filing - GOODMAN SHIRA @ STAPLES INC - 2017-09-12

FORM 4 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 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(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person GOODMAN SHIRA 2. Issuer Name and Ticker or Trading Symbol STAPLES INC [ SPLS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) FIVE HUNDRED STAPLES DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 09/12/2017 (Street) FRAMINGHAM, MA01702 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 09/12/2017 D( 1 ) 275,217 D $ 10.25 0 I Shira D Goodman Trust Common Stock 09/12/2017 D( 1 ) 6,938.014 ( 2 ) D $ 10.25 45,908 D Common Stock 09/12/2017 D( 3 ) 45,908 D $ 10.25 0 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Phantom Stock Unit 401(k) ( 4 ) 09/12/2017 D( 5 ) 877 ( 6 ) ( 6 ) Common Stock 877 $ 10.25 0 D Phantom Stock Unit SERP ( 7 ) 09/12/2017 D( 5 ) 580 ( 6 ) ( 6 ) Common Stock 580 $ 10.25 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GOODMAN SHIRA FIVE HUNDRED STAPLES DRIVE FRAMINGHAM, MA01702 X CEO Signatures Michael Williams, attorney-in-fact 09/12/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposed of pursuant to the Agreement and Plan of Merger dated as of June 28, 2017 among issuer, Arch Parent Inc. and Arch Merger Sub Inc. (the "Merger Agreement"), pursuant to which Arch Merger Sub Inc. merged with and into the issuer (the "Merger") effective as of September 12, 2017. ( 2 )ESPP - Adjusted to reflect additional shares acquired through reporting person's participation in Staples Employee Stock Purchase Plan. ( 3 )Pursuant to the Merger Agreement, restricted stock units outstanding immediately prior to the effective time of the Merger were canceled and converted into the contingent right to receive an amount in cash equal to $10.25 per underlying share on the earlier of (i) the date on which the original vesting conditions applicable to the award (taking into account any accelerated vesting provisions to which the award is subject) are satisfied or (ii) 180 days following the closing date, subject, in each case, to the reporting person's continuous service to the issuer through the applicable vesting date. ( 4 )Phantom Stock Units are held in a 401(k) and are payable in cash following the reporting person's termination of employment. Number of underlying shares of common stock is based on August 29, 2017 account statement and reflects acquisitions resulting from dividend reinvestment feature. ( 5 )At the effective time of the Merger, the retirement plan investments represented by the phantom stock units were converted into cash equal to $10.25 per underlying share. ( 6 )See Table II, Column 2. ( 7 )Phantom Stock Units are held in a SERP and are payable in cash following the reporting person's termination of employment. Number of underlying shares of common stock is based on August 29, 2017 account statement and reflects acquisitions resulting from dividend reinvestment feature.

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).

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