Edgar Filing: DOUGLAS KEVIN

Ownership Submission

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

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(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

DOUGLAS KEVIN

2. Issuer Name and Ticker or Trading Symbol
STAMPS.COM INC [STMP]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Member of 13(d)(3) group

(Last)

(First)

(Middle)

125 E. SIR FRANCIS DRAKE BLVD., STE 400

3. Date of Earliest Transaction (Month/Day/Year)
11/10/2009

(Street)

LARKSPUR, CA 94939

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	11/10/2009		S		7,000	D	$ 10.1527	592,292	D ⁽¹⁾ ⁽²⁾
Common Stock	11/10/2009		S		6,200	D	$ 10.1527	512,928	I ⁽²⁾ ⁽³⁾	By James Douglas and Jean Douglas Irrevocable Descendants? Trust
Common Stock	11/10/2009		S		6,400	D	$ 10.1527	539,181	I ⁽²⁾ ⁽⁴⁾	By The Douglas Family Trust
Common Stock	11/10/2009		S		400	D	$ 10.1527	31,050	I ⁽²⁾ ⁽⁵⁾	By James E. Douglas III
Common Stock	11/11/2009		S		4,695	D	$ 10.2492	587,597	D ⁽¹⁾ ⁽²⁾
Common Stock	11/11/2009		S		4,159	D	$ 10.2492	508,769	I ⁽²⁾ ⁽³⁾	By James Douglas and Jean Douglas Irrevocable Descendants? Trust
Common Stock	11/11/2009		S		4,293	D	$ 10.2492	534,888	I ⁽²⁾ ⁽⁴⁾	By The Douglas Family Trust
Common Stock	11/11/2009		S		268	D	$ 10.2492	30,782	I ⁽²⁾ ⁽⁵⁾	By James E. Douglas III
Common Stock	11/12/2009		S		5,250	D	$ 9.9548	582,347	D ⁽¹⁾ ⁽²⁾
Common Stock	11/12/2009		S		4,650	D	$ 9.9548	504,119	I ⁽²⁾ ⁽³⁾	By James Douglas and Jean Douglas Irrevocable Descendants? Trust
Common Stock	11/12/2009		S		4,800	D	$ 9.9548	530,088	I ⁽²⁾ ⁽⁴⁾	By The Douglas Family Trust
Common Stock	11/12/2009		S		300	D	$ 9.9548	30,482	I ⁽²⁾ ⁽⁵⁾	By James E. Douglas III

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DOUGLAS KEVIN 125 E. SIR FRANCIS DRAKE BLVD., STE 400 LARKSPUR, CA 94939				Member of 13(d)(3) group
JAMES & JEAN DOUGLAS IRREVOCABLE DESCENDANTS TRUST 125 E. SIR FRANCIS DRAKE BLVD., STE 400 LARKSPUR, CA 94939				Member of 13(d)(3) group
DOUGLAS JAMES E III 125 E. SIR FRANCIS DRAKE BLVD., STE 400 LARKSPUR, CA 94939				Member of 13(d)(3) group
DOUGLAS FAMILY TRUST 125 E. SIR FRANCIS DRAKE BLVD., STE 400 LARKSPUR, CA 94939				Member of 13(d)(3) group

Signatures

KEVIN DOUGLAS, By: /s/ Tim McGaw, attorney in fact		11/12/2009
^**Signature of Reporting Person		Date
JAMES DOUGLAS AND JEAN DOUGLAS IRREVOCABLE DESCENDANTS? TRUST, By: /s/ Tim McGaw, attorney in fact		11/12/2009
^**Signature of Reporting Person		Date
JAMES E. DOUGLAS III, By: /s/ Tim McGaw, attorney in fact		11/12/2009
^**Signature of Reporting Person		Date
DOUGLAS FAMILY TRUST, By: /s/ Tim McGaw, attorney in fact		11/12/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	These shares are held directly and jointly by Kevin Douglas and his wife, Michelle Douglas.
(2)	Each of the reporting persons hereunder (individually, a 'Reporting Person' and, collectively, the 'Reporting Persons') may be deemed a member of a 'group' within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the 'Exchange Act'), or Rule 13d-5 promulgated under the Exchange Act with one or more of the other Reporting Persons. Although the Reporting Persons are reporting such securities as if they were members of a 'group,' the filing of this Form 4 shall not be deemed an admission by any Reporting Person that such Reporting Person is a beneficial owner of any securities other than those directly held by such Reporting Person.
(3)	These shares are held directly by the James Douglas and Jean Douglas Irrevocable Descendants' Trust and indirectly by Kevin Douglas. Kevin Douglas and Michelle Douglas, husband and wife, are each a co-trustee of the James Douglas and Jean Douglas Irrevocable Descendants' Trust.
(4)	These shares are held directly by the Douglas Family Trust and indirectly by Kevin Douglas. James E. Douglas, Jr. and Jean A. Douglas, husband and wife, are each a co-trustee of the Douglas Family Trust.
(5)	These shares are held directly by James E. Douglas, III and indirectly by Kevin Douglas.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.