MONACO CARMEN 4

4 · GOODYS FAMILY CLOTHING INC /TN · Filed Jan 31, 2006

Form 4

Period: 2006-01-27

EVP Chief Marketing Officer

Transactions

Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2006-01-27$9.60/sh−15,000$144,000→ 0 total
Exercise: $8.83From: 2005-06-14Exp: 2015-01-27→ Common Stock (15,000 underlying)
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2006-01-27$9.60/sh−100,000$960,000→ 0 total
Exercise: $8.64From: 2005-02-09Exp: 2014-02-09→ Common Stock (100,000 underlying)

Footnotes (2)

[F1]This option, which provided for 100 % vesting on 6/14/05, was canceled in the merger between the issuer and GF Acquisition Corp. pursuant to the Acquisition Agreement and Agreement and Plan of Merger amoung the issuer GF Acquisition Corp. and Goody's Holdings, Inc., dated October 27, 2005 in exchange for a cash payment of $ 96,000.00, representing the difference between the exercise price of the option and the merger consideration of $ 9.60 per share.
[F2]This option, which provided for 100 % vesting on 6/14/05, was canceled in the merger between the issuer and GF Acquisition Corp. in exchange for a cash payment of $ 11,550.00, representing the difference between the exercise price of the option and the merger consideration of $ 9.60 per share.

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