- Statement of Changes in Beneficial Ownership (4)

FORM 4 [ X ] 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	OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5
	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(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* HOLEN MARVIN L	2. Issuer Name and Ticker or Trading Symbol 99 CENTS ONLY STORES [ NYSE: NDN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle) C/O 99? ONLY STORES, 4000 UNION PACIFIC AVENUE	3. Date of Earliest Transaction (MM/DD/YYYY) 1/13/2012
(Street) CITY OF COMMERCE, CA 90023 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	1/13/2012		D ⁽¹⁾		26000	D	$22 ⁽²⁾	0	D

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$18.82	9/7/2011		D ⁽¹⁾			9000	⁽³⁾	9/7/2021	Common Stock	9000	$ 0 ⁽⁴⁾ ⁽⁵⁾	0	D
Stock Option (right to buy)	$17.88	9/14/2010		D ⁽¹⁾			9000	⁽⁶⁾	9/14/2020	Common Stock	9000	$ 0 ⁽⁴⁾ ⁽⁷⁾	0	D
Stock Option (right to buy)	$13.52	9/16/2009		D ⁽¹⁾			9000	⁽⁸⁾	9/16/2019	Common Stock	9000	$ 0 ⁽⁴⁾ ⁽⁹⁾	0	D
Stock Option (right to buy)	$10.67	9/23/2008		D ⁽¹⁾			9000	⁽¹⁰⁾	9/23/2018	Common Stock	9000	$ 0 ⁽⁴⁾ ⁽¹¹⁾	0	D
Stock Option (right to buy)	$10.11	11/14/2007		D ⁽¹⁾			9000	⁽¹²⁾	11/14/2017	Common Stock	9000	$ 0 ⁽⁴⁾ ⁽¹³⁾	0	D
Stock Option (right to buy)	$14.17	6/4/2007		D ⁽¹⁾			3000	⁽¹⁴⁾	6/4/2017	Common Stock	3000	$ 0 ⁽⁴⁾ ⁽¹⁵⁾	0	D
Stock Option (right to buy)	$11.47	6/6/2006		D ⁽¹⁾			3000	⁽¹⁶⁾	6/6/2016	Common Stock	3000	$ 0 ⁽⁴⁾ ⁽¹⁷⁾	0	D
Stock Option (right to buy)	$18	5/21/2004		D ⁽¹⁾			3000	⁽¹⁸⁾	5/21/2014	Common Stock	3000	$ 0 ⁽⁴⁾ ⁽¹⁹⁾	0	D
Stock Option (right to buy)	$29.84	5/20/2003		D ⁽¹⁾			3000	⁽²⁰⁾	5/20/2013	Common Stock	3000	$ 0 ⁽⁴⁾ ⁽²¹⁾	0	D
Stock Option (right to buy)	$29.81	5/30/2002		D ⁽¹⁾			3000	⁽²²⁾	5/30/2012	Common Stock	3000	$ 0 ⁽⁴⁾ ⁽²¹⁾	0	D

Explanation of Responses:
( 1)	Disposed of in connection with the Agreement and Plan of Merger, dated as of October 11, 2011, by and among 99 Cents Only Stores (the "Company"), Number Holdings, Inc., a Delaware corporation ("Parent"), and Number Merger Sub, Inc., a California corporation and a wholly owned subsidiary of Parent ("Merger Sub").
( 2)	As a result of the merger of Merger Sub with and into the Company (the "Merger"), each share of the Company's common stock, no par value (the "Company common stock"), was converted into the right to receive $22.00 in cash, without interest and less any applicable withholding taxes.
( 3)	The options were scheduled to become exercisable in three equal annual installments beginning on September 7, 2012, and at the effective time of the Merger, the options became fully vested.
( 4)	Each outstanding stock option granted under the Company's equity incentive plans that represented the right to acquire Company common stock, whether or not then vested and exercisable, was, as of immediately prior to the effective time of the Merger, fully vested and exercisable contingent on the closing of the Merger and cancelled as of the effective time of the Merger. The holder of the stock option is entitled to receive a cash payment for each share of Company common stock subject to such stock option, equal to the excess, if any, of (i) the $22.00 per share merger consideration over (ii) the option exercise price payable in respect of such share of Company common stock issuable under such stock option, without interest and less any applicable withholding taxes.
( 5)	This option was cancelled in exchange for a cash payment of $28,620.
( 6)	The options became exercisable in three equal annual installments beginning on September 14, 2011, and at the effective time of the Merger, the unvested portion became fully vested.
( 7)	This option was cancelled in exchange for a cash payment of $37,080.
( 8)	The options became exercisable in three equal annual installments beginning on September 16, 2010, and at the effective time of the Merger, the unvested portion became fully vested.
( 9)	This option was cancelled in exchange for a cash payment of $76,320.
( 10)	The options became exercisable in three equal annual installments beginning on September 23, 2009, and at the effective time of the Merger, the unvested portion became fully vested.
( 11)	This option was cancelled in exchange for a cash payment of $101,970.
( 12)	The options became exercisable in three equal annual installments beginning on November 14, 2008.
( 13)	This option was cancelled in exchange for a cash payment of $107,010.
( 14)	The options became exercisable in three equal annual installments beginning on June 4, 2008
( 15)	This option was cancelled in exchange for a cash payment of $23,490.
( 16)	The options became exercisable in three equal annual installments beginning on June 6, 2007.
( 17)	This option was cancelled in exchange for a cash payment of $31,590.
( 18)	The options became exercisable in three equal annual installments beginning on May 21, 2005.
( 19)	This option was cancelled in exchange for a cash payment of $12,000.
( 20)	The options became exercisable in three equal annual installments beginning on May 30, 2004.
( 21)	This option was cancelled in exchange for a cash payment of $0 because the exercise price exceeds the $22.00 per share merger consideration.
( 22)	The options became exercisable in three equal annual installments beginning on May 30, 2003.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HOLEN MARVIN L C/O 99? ONLY STORES 4000 UNION PACIFIC AVENUE CITY OF COMMERCE, CA 90023	X

Signatures
/s/ Marvin L. Holen		1/13/2012
^** Signature of Reporting Person		Date

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).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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