SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
GOLDMAN JANE H

(Last) (First) (Middle)
640 FIFTH AVENUE

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MAYS J W INC [ MAYS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/23/2010
4. If Amendment, Date of 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
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)
Code V Amount (A) or (D) Price
Common Stock 11/23/2010 S 271,200 D $10.71(1) 0 I See Footnotes(2)(5)
Common Stock 11/23/2010 P 271,200 A $10.71(1) 271,200 I See Footnotes(3)(5)
Common Stock 182,800 I See Footnotes(4)(5)
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 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: 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
1. Name and Address of Reporting Person*
GOLDMAN JANE H

(Last) (First) (Middle)
640 FIFTH AVENUE

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Goldman Allan H.

(Last) (First) (Middle)
640 FIFTH AVENUE

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
LITTLE LOUISA

(Last) (First) (Middle)
640 FIFTH AVENUE

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. This price represents the estimated fair market value of the shares of Common Stock of J.W. Mays, Inc. (the "Shares") on November 23, 2010. An independent appraiser has been retained to prepare a valuation of the Shares. If this appraisal results in a different fair market value of the Shares as of November 23, 2010, the price will be adjusted.
2. These Shares were held by the Estate of Sol Goldman, of which Jane H. Goldman, Allan H. Goldman and Louisa Little are co-executors.
3. These Shares are held by the Lillian Goldman Marital Trust, of which Jane H. Goldman, Allan H. Goldman and Louisa Little are co-trustees.
4. These Shares are held by the Estate of Lillian Goldman, of which Jane H. Goldman, Allan H. Goldman, Amy P. Goldman and Diane Goldman Kemper are co-executors.
5. Each of Jane H. Goldman, Allan H. Goldman and Louisa Little disclaims beneficial ownership of the Shares reported herein, except to the extent of his or her pecuniary interest, if any, therein.
/s/ Jane H. Goldman, as co-executrix of the Estate of Sol Goldman, co-trustee of the Lillian Goldman Marital Trust and co-executrix of the estate of Lillian Goldman 01/10/2011
/s/ Allan H. Goldman, as co-executor of the Estate of Sol Goldman, co-trustee of the Lillian Goldman Marital Trust and co-executor of the estate of Lillian Goldman 01/10/2011
/s/ Louisa Little, as co-executrix of the Estate of Sol Goldman and co-trustee of the Lillian Goldman Marital Trust 01/10/2011
** 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).
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