1. Name and Address of Reporting Person
Brockett, Francesca L.
Toys R Us, Inc.
461 From Road
Paramus, NJ 07652-3526
2. Issuer Name and Ticker or Trading Symbol
Toys R Us, Inc. (TOY)
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Statement for Month/Year
7/2001
5. If Amendment, Date of Original (Month/Day/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
( ) Director ( ) 10% Owner
(X) Officer (give title below) ( ) Other (specify below)
Executive Vice President - Strategic Planning & Bus. Dev.
7. 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 |2. Trans- |3. Trans- |4. Securities Acquired (A) |5. Amount of |6. Owner- |7. Nature |
| | action | action | or Disposed of (D) | Securities | ship | of In- |
| | Date | Code | | Beneficially | Form: | direct |
| | | | | Owned at | Direct | Bene- |
| | (Month/ | | | End of | (D) or | ficial |
| | Day/ +-------+-----+-----------+------+----------+ Month | Indirect| Owner- |
| | Year) |Code |V |Amount |A/D |Price | | (I) | ship |
+---------------------------------+----------+-------+-----+-----------+------+----------+----------------+-----------+------------+
Common Stock 07/05/2001 M 13000 A $15.5300 D
Common Stock 07/05/2001 F -13000 D $24.7700 38854 D
Common Stock 07/05/2001 M 7735 A $15.5300 12025 I By Trust
TABLE II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned
+-------------+--------+----------+---------+-----------+---------------------+----------------+----------+--------+-------+-------+
|1. |2. |3. |4. |5. |6. |7. |8. |9. |10. |11. |
| | | | | | | | |Number |Owner- | |
| | | | | | | | |of |ship | |
| | | | | | | | |Deriv- |Form of| |
| | | | | | |Title and Amount| |ative |Deriv- | |
| | | | | | |of Underlying | |Secur- |ative |Nature |
| |Conver- | | |Number of | |Securities | |ities |Secur- |of |
| |sion or | | |Derivative |Date Exercisable +-------+--------+ |Benefi- |ity: |In- |
| |Exercise| | |Securities |and Expiration Date | |Amount | |cially |Direct |direct |
| |Price of|Transac- |Transac- |Acquired(A)|(Month/Day/Year) | |or | |Owned |(D) or |Bene- |
|Title of |Deriv- |tion Date |tion Code|Disposed(D)+----------+----------+ |Number |Price of |at End |In- |ficial |
|Derivative |ative |(Month/ +------+--+-----+-----+Date Exer-|Expira- | |of |Derivative|of |direct |Owner- |
|Security |Security|Day/Year) |Code |V |(A) |(D) |cisable |tion Date |Title |Shares |Security |Month |(I) |ship |
+-------------+--------+----------+------+--+-----+-----+----------+----------+-------+--------+----------+--------+-------+-------+
Stock Option $15.53 07/05/2001 M 20735 04/16/2001 10/16/2010 Common 20735 $0.0000 49265 D
(Right to Buy) Stock
Stock Option $16.94 09/28/2008 Common 157710 D
(Right to Buy) Stock
Stock Option $19.72 04/07/2009 Common 37500 D
(Right to Buy) Stock
Stock Option $22.53 09/28/2008 Common 13000 D
(Right to Buy) Stock
Stock Option $24.77 07/05/2001 A 13000 07/05/2001 07/05/2011 Common 13000 $0.0000 13000 D
(Right to Buy) Stock
Explanation of Responses:
Options to purchase 20,735 shares were exercised by delivery of 13,000 shares.
Upon exercise, the holder was granted restoration options to purchase 13,000
shares under the 1994 Stock Option & Performance Incentive Plan. As a condition
of such grant, 7,735 shares out of the 20,735 shares deliverable upon such
exercise were placed into a trust established by the Issuer. Fifty percent of
the shares placed in trust will not vest until 1.5 years from the exercisable
date of the original option. The remaining fifty percent of the shares placed in
trust will not vest until 2.5 years from the exercisable date of the original
option.
Such options are subject to forfeiture, after the date exercisable, under
certain conditions.
SIGNATURE OF REPORTING PERSON
/s/ Francesca L. Brockett
DATE
08/03/2001