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 *
McMillon C Douglas
  2. Issuer Name and Ticker or Trading Symbol
WAL MART STORES INC [WMT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
(Last)
(First)
(Middle)
702 S.W. 8TH STREET
3. Date of Earliest Transaction (Month/Day/Year)
11/21/2016
(Street)

BENTONVILLE, AR 72716-0215
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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
Common Stock 11/21/2016   M   75,063 (1) A $ 47.96 867,198.549 (2) D  
Common Stock 11/21/2016   S   75,063 (3) D $ 69.0771 792,135.549 D  
Common Stock               1,645.7139 (4) I By 401(k)
Common Stock               5,194 I By Wife as UGMA Custodian for Children
Common               75,954 I By Trust for Children
Common               75,374 I By Wife's Trust for Children
Common               1,741 I By Trust for Wife

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Stock Options $ 47.96 11/21/2016   M     75,063   (5) 01/21/2017 Common Stock 75,063 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
McMillon C Douglas
702 S.W. 8TH STREET
BENTONVILLE, AR 72716-0215
  X     President and CEO  

Signatures

 /s/ Geoffrey W. Edwards, By Power of Attorney   11/23/2016
**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 were acquired by the Reporting Person upon the exercise of stock options as reported in Table II of this Form 4. The expiration date for such options was January 21, 2017. A portion of the proceeds from the sale of these shares was used to cover the exercise price and applicable tax withholding, fees, and commissions. The Reporting Person elected to receive the remainder of the proceeds of the sale of the 75,063 shares in the form of cash. Therefore, there was no net increase or reduction in the Reporting Person's share ownership.
(2) Balance adjusted to reflect shares acquired through the Wal-Mart Stores, Inc. Associate Stock Purchase Plan.
(3) These shares were acquired by the Reporting Person upon the exercise of stock options as reported in Table II of this Form 4. The expiration date for such options was January 21, 2017. A portion of the proceeds from the sale of these shares was used to cover the exercise price and applicable tax withholding, fees, and commissions. The Reporting Person elected to receive the remainder of the proceeds of the sale of the 75,063 shares in the form of cash. Therefore, there was no net increase or reduction in the Reporting Person's share ownership.
(4) Balance adjusted to reflect shares acquired through the Walmart 401(k) Plan.
(5) The option is exercisable in five equal annual installments beginning on January 22, 2008.

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