Edgar Filing: Knight Charles D

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Knight Charles D

2. Issuer Name and Ticker or Trading Symbol
TOYS R US INC [TOY]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
VP, Corp Cont'l & P AC Of

(Last)

(First)

(Middle)

TOYS R US, INC., ONE GEOFFREY WAY

3. Date of Earliest Transaction (Month/Day/Year)
07/21/2005

(Street)

WAYNE, NJ 07470-2030

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	07/21/2005		D		3,236	D	$ 26.75	0	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Phantom Stock

$ 0

07/21/2005

1,336

⁽¹⁾

Common Stock

1,336

$ 26.75

Stock Option (Right to Buy)

$ 8.25

07/21/2005

7,477

10/01/2003

04/01/2013

Common Stock

7,477

$ 0 ⁽²⁾

4,591

Stock Option (Right to Buy)

$ 8.25

07/21/2005

4,591

10/01/2003

04/01/2013

Common Stock

4,591

$ 26.75 ⁽³⁾

Stock Option (Right to Buy)

$ 13.14

07/21/2005

798

04/06/2004

04/01/2013

Common Stock

798

$ 26.75 ⁽³⁾

Stock Option (Right to Buy)

$ 16.74

07/21/2005

7,500

10/01/2004

04/01/2014

Common Stock

7,500

$ 26.75 ⁽³⁾

Stock Option (Right to Buy)

$ 17.19

07/21/2005

798

10/06/2004

04/01/2013

Common Stock

798

$ 26.75 ⁽³⁾

Stock Option (Right to Buy)

$ 20.41

07/21/2005

12,000

09/13/2002

03/13/2012

Common Stock

12,000

$ 26.75 ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Knight Charles D TOYS R US, INC. ONE GEOFFREY WAY WAYNE, NJ 07470-2030			VP, Corp Cont'l & P AC Of

Signatures

Charles D Knight		08/01/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	These shares were profit shares from reload transactions.
(2)	This option was replaced with Non-Qualified Stock Options, of Toys "R" Us, Holdings, Inc., to purchase 67,293 shares of Class A Common Stock, at a price of $0.0917 per share and 7,477 of Class L Common Stock, at a price of $7.4247 per share.
(3)	The reporting person received $26.75 less the exercise price.

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