Washington, D.C. 20549


Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)  January 16, 2015


(Exact name of registrant as specified in its charter)




(State or other jurisdiction
of incorporation or organization)


File Number)

(I.R.S. Employer

Identification Number)

100 Pier 1 Place, Fort Worth, Texas 76102

(Address of principal executive offices, including zip code)



(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01

Other Events.

On January 16, 2015, Gregory S. Humenesky, the Executive Vice President – Human Resources of Pier 1 Imports, Inc. (the “Company”), adopted a 10b5-1 stock trading plan. Mr. Humenesky’s plan provides for the sale of shares of the Company’s common stock issuable upon exercise of options granted to Mr. Humenesky on March 3, 2005 and July 1, 2005. Under the plan, beginning on February 17, 2015, a brokerage firm will be authorized to periodically exercise Mr. Humenesky’s stock options and sell the issued shares provided the stock price is above certain levels. The plan expires on July 17, 2015. The maximum number of shares that can be sold over the duration of the plan is 25,000 shares to be received upon exercise of stock options.
The foregoing trading plan is intended to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and the Company’s insider trading policy. Rule 10b5-1 allows individuals who are not in possession of material, non-public information at the time a stock trading plan is adopted to establish prearranged written plans to buy or sell a specified number of shares of a company’s stock. Trading under the foregoing plan is generally based on reaching certain pre-determined minimum price conditions. The foregoing trading plan provides for option exercises and stock sales over a set period of time with the goals of minimizing any market impact from such stock sales, gradually diversifying the individual’s investment portfolio and allowing the individual to exercise options before the dates on which they will expire, while maintaining such individual's compliance with the Company's voluntary stock ownership guidelines.
The transactions under the foregoing trading plan will be disclosed publicly through Form 4 and Form 144 filings with the Securities and Exchange Commission, to the extent required by law.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



January 22, 2015


/s/ Michael A. Carter

Michael A. Carter, Senior Vice President –

Compliance and General Counsel, Secretary