DESIGN WITHIN REACH INC - Recent Material Event

Item  3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 25, 2009, Design Within Reach, Inc. (the “Company”) notified the NASDAQ Stock Market (“NASDAQ”) of its intent to delist its common stock from the NASDAQ Global Market. The Company currently anticipates that on July 6, 2009 it will file with the Securities and Exchange Commission and NASDAQ a Form 25 relating to the delisting of its common stock. The Company expects that trading in its common stock will be suspended by NASDAQ effective at the open of business on July 6, 2009, with official delisting of the common stock effective ten days thereafter, on July 16, 2009.

A copy of the press release issued by the Company with respect to this matter is attached hereto as Exhibit 99.1.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995. Statements in this press release regarding our business that are not historical facts are “forward-looking statements” that involve risks and uncertainties. Among those risks and uncertainties are: the risk that the Company will not file a Form 25 with the Securities and Exchange Commission on July 6, 2009 or at any time thereafter, as well as more specific risks and uncertainties set forth in the sections of the Company’s Annual Report on Form 10-K for the year ended January 3, 2009, as amended, entitled “Risk Factors” and “Special Note Regarding Forward-Looking Statements,” and discussions of risk factors in the Company’s subsequent filings with the Securities and Exchange Commission. Any of these risks and uncertainties could cause the Company’s actual results to differ from those contained in the forward-looking statements.


Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Exhibit No.



99.1    Press Release


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.

Date: June 25, 2009



/s/ Ray Brunner


Name: Ray Brunner

Title: President and Chief Executive Officer



Exhibit No.



99.1    Press Release