SEC FORM 4

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^*

Drapkin Matthew A

(Last)

(First)

(Middle)

300 CRESCENT COURT

SUITE 1111

(Street)

DALLAS

75201

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/08/2011

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								2,819⁽¹⁾	D
Common Stock	04/08/2011		P		250,400	A	$5.9616	2,676,349	I	See Footnotes⁽²⁾⁽³⁾
Common Stock	04/11/2011		P		46,100	A	$5.9503	2,722,449	I	See Footnotes⁽²⁾⁽³⁾
Common Stock	04/11/2011		P		33,000	A	$5.97	2,755,449	I	See Footnotes⁽²⁾⁽³⁾
Common Stock	04/11/2011		P		43,500	A	$5.935	2,798,949	I	See Footnotes⁽²⁾⁽³⁾
Common Stock	04/11/2011		P		178,600	A	$6	2,977,549	I	See Footnotes⁽²⁾⁽³⁾
Common Stock	04/11/2011		P		19,900	A	$5.9508	2,997,449	I	See Footnotes⁽²⁾⁽³⁾
Common Stock	04/12/2011		P		40,000	A	$6	3,037,449	I	See Footnotes⁽²⁾⁽³⁾
Common Stock	04/12/2011		P		101,400	A	$6.0006	3,138,849	I	See Footnotes⁽²⁾⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents 2,819 shares of common stock ("Common Stock"), no par value, of Hot Topic, Inc. (the "Issuer") granted to Matthew A. Drapkin ("Mr. Drapkin") as restricted stock under the Issuer's 2006 Equity Incentive Plan. Pursuant to the Restricted Stock Bonus Agreement under which this grant was made, such shares are subject to forfeiture to the Issuer under certain circumstances, which forfeiture right will lapse on June 8, 2011, or the date of the next annual shareholders meeting of the Issuer, whichever comes first.

2. Represents shares of Common Stock directly beneficially owned by BD Partners I, L.P. ("BD Partners I") (currently 1,223,099 shares), Becker Drapkin Partners (QP), L.P. ("Becker Drapkin QP") (currently 811,657 shares), Becker Drapkin Partners, L.P. ("Becker Drapkin, L.P.") (currently 103,293 shares), and shares directly held in a managed account (the "Managed Account") (currently 1,000,800 shares). (continued in Footnote 3)

3. Mr. Drapkin may be deemed to beneficially own these shares as he is a co-managing member of BC Advisors, LLC which is the general partner of BD Management, L.P. ("BD Management") (of which Mr. Drapkin is a limited partner), and BD Management is the general partner of, and investment manager for, each of BD Partners I, Becker Drapkin QP and Becker Drapkin, L.P. and is the investment manager for the Managed Account. BD Management is the sole beneficial owner of the shares held in the Managed Account. Mr. Drapkin disclaims beneficial ownership in all such shares of Common Stock except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Andrew S. McLelland, attorney-in-fact	04/12/2011
	** 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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