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
                                                                                  
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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 *

SMITH LAWRENCE R 		2. Issuer Name and Ticker or Trading Symbol

bebe stores, inc. [ BEBE ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
SVP GENERAL COUNSEL
(Last)          (First)          (Middle)

400 VALLEY DRIVE 		3. Date of Earliest Transaction (MM/DD/YYYY)

8/27/2012
(Street)

BRISBANE, CA 94005-1208
(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)
Code V Amount (A) or (D) Price

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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance based Restricted Stock Units   $0   8/27/2012     A      5000       8/27/2013   (1) 8/27/2022   Common Stock   5000   $0   5000   D    
Restricted Stock Units   $0   8/27/2012     A      5000       8/27/2013   (2) 8/27/2022   Common Stock   5000   $0   5000   D    

Explanation of Responses:
( 1)  This performance based restricted stock unit is eligible to vest as follows: (1) 50% of the award eligible to vest upon achievement of certain performance criteria based on Earnings Per Share ("EPS") in FY13 and (2) 50% of the award eligible to vest upon achievement of certain performance criteria based on EPS in FY14.
( 2)  RSUs convert one-to-one to shares of common stock at the rate of 50% on the first anniversary from date of grant and 50% on the second anniversary from the date of grant

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SMITH LAWRENCE R
400 VALLEY DRIVE
BRISBANE, CA 94005-1208

SVP GENERAL COUNSEL

Signatures
LAWRENCE SMITH 9/11/2012
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Bebe Stores (PK) (USOTC:BEBE)
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