Sec Form 4 Filing - ROSENFELD ERIC @ Destination Maternity Corp - 2011-01-28

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 ROSENFELD ERIC 2. Issuer Name and Ticker or Trading Symbol Destination Maternity Corp [ DEST] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O CRESCENDO PARTNERS II, L.P., 825 THIRD AVENUE, 40TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 01/28/2011 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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, $0.01 par value 01/28/2011 J( 1 ) 512,412 D $ 0 97,184 I ( 2 ) ( 3 ) By Crescendo Partners II, L.P., Series K Common Stock, $0.01 par value 01/28/2011 S 9,033 D $ 42.9912 88,151 I ( 2 ) ( 3 ) By Crescendo Partners II, L.P., Series K Common Stock, $0.01 par value 01/28/2011 S 7,267 D $ 42.9912 77,356 I ( 2 ) ( 4 ) By Crescendo Partners III, L.P.

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ROSENFELD ERIC C/O CRESCENDO PARTNERS II, L.P. 825 THIRD AVENUE, 40TH FLOOR NEW YORK, NY10022 X CRESCENDO INVESTMENTS II LLC 825 THIRD AVENUE 40TH FLOOR NEW YORK, NY10022 See Explanation of Responses CRESCENDO INVESTMENTS III LLC 825 THIRD AVENUE 40TH FLOOR NEW YORK, NY10022 See Explanation of Responses CRESCENDO PARTNERS II LP 825 THIRD AVENUE 40TH FLOOR NEW YORK, NY10022 See Explanation of Responses CRESCENDO PARTNERS III LP 825 THIRD AVENUE 40TH FLOOR NEW YORK, NY10022 See Explanation of Responses Signatures By: /s/ Eric Rosenfeld 02/01/2011 Signature of Reporting Person Date By: Crescendo Investments II, LLC, By: /s/ Eric Rosenfeld, Managing Member 02/01/2011 Signature of Reporting Person Date By: Crescendo Investments III, LLC, By: /s/ Eric Rosenfeld, Managing Member 02/01/2011 Signature of Reporting Person Date By: Crescendo Partners II, L.P., Series K, By: Crescendo Investments II, LLC, General Partner, By: /s/ Eric Rosenfeld, Managing Member 02/01/2011 Signature of Reporting Person Date By: Crescendo Partners III, L.P., By: Crescendo Investments III, LLC, General Partner, By: /s/ Eric Rosenfeld, Managing Member 02/01/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares were distributed to limited partners of Crescendo Partners II, L.P., Series K through an in-kind distribution for no additional consideration. ( 2 )This Form 4 is filed jointly by Crescendo Partners II, L.P., Series K ("Crescendo Partners II"), Crescendo Investments II, LLC, ("Crescendo Investments II"), Crescendo Partners III, L.P., ("Crescendo Partners III"), Crescendo Investments III, LLC, ("Crescendo Investments III") and Eric Rosenfeld (collectively the "Reporting Persons"). Crescendo Investments II is the general partner of Crescendo Partners II. Crescendo Investments III is the general partner of Crescendo Partners III. The managing member of each of Crescendo Investments II and Crescendo Investments III is Eric Rosenfeld. Each Reporting Person disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. ( 3 )Consists of Shares owned by Crescendo Partners II. Crescendo Investments II, as the general partner of Crescendo Partners II, may be deemed to beneficially own the Shares owned by Crescendo Partners II. Mr. Rosenfeld, as the managing member of Crescendo Investments II, may be deemed to beneficially own the Shares beneficially owned by Crescendo Partners II. Each of Mr. Rosenfeld and Crescendo Investments II disclaims beneficial ownership of the Shares owned by Crescendo Partners II except to the extent of his or its pecuniary interest therein. ( 4 )Consists of Shares owned by Crescendo Partners III. Crescendo Investments III, as the general partner of Crescendo Partners III, may be deemed to beneficially own the Shares owned by Crescendo Partners III. Mr. Rosenfeld, as the managing member of Crescendo Investments III, may be deemed to beneficially own the Shares beneficially owned by Crescendo Partners III. Each of Mr. Rosenfeld and Crescendo Investments III disclaims beneficial ownership of the Shares owned by Crescendo Partners III except to the extent of his or its pecuniary interest therein.

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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