UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 6, 2017

99 CENTS ONLY STORES LLC

(Exact name of registrant as specified in its charter)

California		1-11735		95-2411605
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

4000 East Union Pacific Avenue
City of Commerce, California		90023
(Address of principal executive offices)		(Zip Code)

(323) 980-8145

(Registrant’s telephone number, including area code)

None

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b- 2 of the Securities Exchange Act of 1934.

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o

Item 8.01. Other Events.

On December 6, 2017, 99 Cents Only Stores LLC, a California limited liability company (the “Company”) issued a press release announcing the early tender results for their previously announced exchange offer to certain eligible holders to exchange the existing 11% senior notes due 2019 issued by the Company for (i) newly issued 13% Cash/PIK Notes due 2022 issued by the Company and, (ii) for certain affiliates of the Company’s controlling equityholders, shares of new paid in-kind preferred stock of Number Holdings, Inc., the direct parent of the Company. The withdrawal deadline expired on November 30, 2017. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

99.1		Press release, dated December 6, 2017.

EXHIBIT INDEX

Exhibit No.		Description

99.1		Press release, dated December 6, 2017.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		99 CENTS ONLY STORES LLC


Dated:	December 6, 2017	By:	/s/ Felicia Thornton
			Felicia Thornton
			Chief Financial Officer

99 CENTS ONLY STORES LLC 8-K