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 *

Kilrea Greg 		2. Issuer Name and Ticker or Trading Symbol

RC2 CORP [ RCRC ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Operating Officer
(Last)          (First)          (Middle)

C/O RC2 CORPORATION, 1111 WEST 22ND STREET, SUITE 320 		3. Date of Earliest Transaction (MM/DD/YYYY)

4/21/2011
(Street)

OAK BROOK, IL 60523
(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
Common Stock, par value $.01 per share   4/21/2011     U    704   (1) D $27.9   (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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Options   $39.09   4/21/2011     D         4000      (3) 2/21/2017   Common Stock   4000     (4) 0   D    
Common Stock Options   $20.23   4/21/2011     D         20000      (5) 3/4/2018   Common Stock   20000     (4) 0   D    
Stock Apprecation Rights   $5.11   4/21/2011     D         39533      (6) 2/25/2019   Common Stock   39533     (7) 0   D    
Stock Appreciation Rights   $14.9   4/21/2011     D         34667      (8) 2/24/2020   Common Stock   34667     (7) 0   D    
Restricted Stock Units     (9) 4/21/2011     A      15500       12/31/2012   12/31/2022   Common Stock   15500   $0   15500   D    
Restricted Stock Units   $0   4/21/2011     D         15500    12/31/2012   12/31/2022   Common Stock   15500     (10) 0   D    

Explanation of Responses:
( 1)  These 704 shares of common stock were purchased pursuant to the RC2 Corporation Employee Stock Purchase Plan.
( 2)  The reported transaction represents shares of common stock tendered to Galaxy Dream Corporation (the "Purchaser"), a wholly owned indirect subsidiary of TOMY Company, Ltd. ("TOMY"), pursuant to the Purchaser's offer to purchase all of the outstanding shares of common stock, $0.01 par value per share, of RC2 Corporation ("RC2") at a price of $27.90 per share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and conditions described in the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission by TOMY and the Purchaser on March 24, 2011, as amended.
( 3)  The common stock option vests pro rata over a five-year period on each of February 21, 2008, February 21, 2009, February 21, 2010, February 21, 2011, and February 21, 2012.
( 4)  These unvested stock options were canceled in exchange for the right to receive cash payment for each such option of the excess of $27.90 per share over the per-share exercise price of such option multiplied by the number of shares underlying such stock options. Stock options with a per-share exercise price greater than $27.90 per share were canceled without the right to receive any cash payment for such stock options.
( 5)  The common stock option vests pro rata over a five-year period on each of March 4, 2009, March 4, 2010, March 4, 2011, March 4, 2012, and March 4, 2013.
( 6)  The stock appreciation right vests pro rata over a three-year period on each of February 25, 2010, February 25, 2011 and February 25, 2012.
( 7)  These unvested stock appreciation rights ("SARs") were canceled in exchange for the right to receive cash payment for each such SAR of the excess of $27.90 per share over the per-share exercise price of such SAR multiplied by the number of shares underlying such SAR.
( 8)  The stock appreciation right vests pro rata over a three-year period on each of February 24, 2011, February 24, 2012 and February 24, 2013.
( 9)  These performance-based restricted stock units ("RSUs") entitle the reporting person to receive one share of common stock per RSU earned upon RC2 Corporation achieving certain performance goals over a three-year period ending December 31, 2012. Upon a change of control of RC2, the reporting person would be entitled to receive the maximum number of shares of common stock under these RSUs. As of the date of the Tender Offer, the reporting person was entitled to receive the maximum number of shares of common stock under these RSUs.
( 10)  These performance-based RSUs were canceled in exchange for the right to receive cash payment for such RSUs in an amount equal to $27.90 times the maximum number of shares of common stock under these RSUs.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Kilrea Greg
C/O RC2 CORPORATION
1111 WEST 22ND STREET, SUITE 320
OAK BROOK, IL 60523

Chief Operating Officer

Signatures
/s/ Benjamin G. Lombard, Attorney-in-fact 4/25/2011
** 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.
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