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*
HARPER LISA M
(Last) (First) (Middle)
18305 E. SAN JOSE AVE.
(Street)
CITY OF INDUSTRY CA 91748
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HOT TOPIC INC /CA/ [ HOTT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman & CEO
3. Date of Earliest Transaction (Month/Day/Year)
06/12/2013
4. If Amendment, Date of 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
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(1) 06/12/2013 D(2) 30,160 D $14 0 D
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
Non-Qualified Stock Option (right to buy)(1) $4.88 06/12/2013 D(3) 31,669 06/08/2011(4) 06/08/2020 Common Stock 31,669 $9.12 0 D
Non-Qualified Stock Option (right to buy)(1) $5.77 06/12/2013 D(3) 500,000 05/23/2013(5) 03/30/2021 Common Stock 500,000 $8.23 500,000 D
Non-Qualified Stock Option (right to buy)(1) $5.77 06/12/2013 D(3) 500,000 04/30/2011(6) 03/30/2021 Common Stock 500,000 $8.23 0 D
Non-Qualified Stock Option (right to buy)(1) $6.02 06/12/2013 D(3) 10,000 06/10/2009(4) 06/10/2018 Common Stock 10,000 $7.98 12,934 D
Non-Qualified Stock Option (right to buy)(1) $6.02 06/12/2013 D(3) 12,934 06/10/2009(4) 06/10/2018 Common Stock 12,934 $7.98 0 D
Non-Qualified Stock Option (right to buy)(1) $7.54 06/12/2013 D(3) 16,122 06/09/2010(4) 06/09/2019 Common Stock 16,122 $6.46 0 D
Non-Qualified Stock Option (right to buy)(1) $9.69 06/12/2013 D(3) 100,000 03/16/2013(4) 03/16/2022 Common Stock 100,000 $4.31 250,000 D
Non-Qualified Stock Option (right to buy)(1) $9.69 06/12/2013 D(3) 250,000 03/16/2013(4) 03/16/2022 Common Stock 250,000 $4.31 0 D
Explanation of Responses:
1. On March 6, 2013, Hot Topic, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with HT Merger Sub Inc., a California corporation ("Merger Sub") and a wholly owned subsidiary of 212F Holdings LLC, a Delaware limited liability company ("Parent"). On June 12, 2013, pursuant to the Merger Agreement, Merger Sub merged with and into the Company, and the Company continued as the surviving corporation and as a wholly owned subsidiary of Parent (the "Merger"). In connection with the consummation of the Merger, to the extent not previously vested, all outstanding stock and options under the Company's equity incentive plans became vested.
2. Pursuant to the Merger Agreement, all shares of Company common stock were cancelled and exchanged for merger consideration of $14.00 per share in the Merger.
3. Pursuant to the Merger Agreement, each option to acquire shares of Company's common stock vested and was cancelled at the effective time of the Merger in exchange for the right to receive a cash amount equal to the number of shares underlying the option multiplied by the difference between the per share merger consideration of $14.00 and the per share exercise price of this option.
4. The option vests 25% one year after the date of grant and 6.25% at the end of each quarter thereafter.
5. This option became fully vested and exercible following certification by the Company's Compensation Committee of the Board of Directors on May 23, 2013 that the Performance Condition had been met.
6. One twenty-fourth (1/24th) of the shares subject to the stock option vest and become exercisable each month after the date of grant so that this option fully vested 2 years after the date of grant.
By: George Wehlitz, Attorney in Fact For: Lisa Harper 06/14/2013
** 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).
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