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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
GLENHILL ADVISORS LLC
   2. Issuer Name and Ticker or Trading Symbol
A.C. Moore Arts & Crafts, Inc. [ACMR] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
156 WEST 56TH STREET, 17TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
10/06/2011
(Street)

NEW YORK, NY 10019		 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)
Code V Amount (A) or (D) Price

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Equity Swap (1) 10/06/2011   S/K     254,023 (1)   (1)   (1) Common Stock 254,023 (1) (1) 309,877 (1) I See Footnote (2)
Equity Swap (1) 10/07/2011   S/K     309,877 (1)   (1)   (1) Common Stock 309,877 (1) (1) 0 I See Footnote (2)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GLENHILL ADVISORS LLC
156 WEST 56TH STREET
17TH FLOOR
NEW YORK, NY 10019		     X    
KREVLIN GLENN J
156 WEST 56TH STREET
17TH FLOOR
NEW YORK, NY 10019		     X    
GLENHILL CAPITAL MANAGEMENT LLC
156 WEST 56TH STREET
17TH FLOOR
NEW YORK, NY 10019		     X    
Glenhill Capital Overseas Master Fund, L.P.
156 WEST 56TH STREET
17TH FLOOR
NEW YORK, NY 10019		     X    

Signatures

 /s/ Glenn J. Krevlin   10/11/2011
**Signature of Reporting Person Date
 /s/ Glenn J. Krevlin, Managing Member, Glenhill Advisors, LLC   10/11/2011
**Signature of Reporting Person Date
 /s/ Glenn J. Krevlin, Managing Member, Glenhill Advisors, LLC, Managing Member, Glenhill Capital Management, LLC   10/11/2011
**Signature of Reporting Person Date
 /s/ Glenn J. Krevlin, Managing Member, Glenhill Advisors, LLC, Managing Member, Glenhill Capital Management, LLC, Sole Shareholder, Glenhill Capital Overseas GP, Ltd., General Partner, Glenhill Capital Overseas Master Fund LP   10/11/2011
**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) On October 6, 2011, a portion (representing 254,023 shares of common stock of the Issuer) of a previously reported total return equity swap was settled at a price per share of approximately $1.51. On October 7, 2011, the remaining portion (representing 309,877 shares of common stock of the Issuer) of such equity swap was settled at a price per share of approximately $1.51. For each such transaction, the settlement price was below the exercise price, which was re-set to $2.50 on July 1, 2011 (and re-set to expire on August 1, 2012), requiring Glenhill Capital Overseas Master Fund, LP to pay to the securities broker an amount equal to the decrease in the market value of such shares from the exercise price as of each such transaction date, plus applicable interest pursuant to the terms of the equity swap agreement as well as commissions.
(2) Reporting person, Glenn J. Krevlin, is the managing member of Glenhill Advisors, LLC, a limited liability company that is managing member of Glenhill Capital Management LLC, which has investment control and owns a minority interest in various private investment funds, including Glenhill Capital Overseas Master Fund, LP which owns the reported derivative security. With respect to Glenhill Capital Overseas Master Fund, LP, investment management discretion has been delegated to Glenhill Capital Advisors, LLC, the managing member of which is Krevlin Management, Inc., the sole shareholder of which is Glenn J. Krevlin. Swaps are not counted for purposes of determining beneficial ownership. Such contracts do not give the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership in securities that may be referenced in such contracts.

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