SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

FEINBERG STEPHEN

(Last)

(First)

(Middle)

C/O CERBERUS CAPITAL MANAGEMENT, L.P.

299 PARK AVENUE - 22ND FLOOR

(Street)

NEW YORK

10171

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/22/2010

3. Issuer Name and Ticker or Trading Symbol
GeoEye, Inc. [ GEOY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01	1,173,000	I	By limited partnership and limited liability company⁽¹⁾⁽⁶⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock⁽²⁾	⁽³⁾	⁽⁴⁾	Common Stock, par value $0.01	⁽³⁾⁽⁵⁾	$29.76⁽⁵⁾	I	By limited liability company⁽²⁾⁽⁶⁾

Explanation of Responses:

1. Cerberus Partners II, L.P. and Cerberus Series IV Holdings, LLC hold 13,239 and 1,159,761 shares of common stock, par value $0.01 per share (the "Common Stock"), of GeoEye, Inc. (the "Company"), respectively.

2. Cerberus Satellite LLC holds 80,000 shares of Series A Convertible Preferred Stock (the "Series A Preferred Stock") of the Company.

3. Pursuant to the Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of the Company (the "Certificate of Designations"), the Series A Preferred Stock is convertible at any time, at the option of the holder; provided, however, that, subject to certain exceptions, the holder shall have no right to convert shares of the Series A Preferred Stock to the extent that at such time, after giving effect to such conversion, the beneficial owner of the shares of Series A Preferred Stock would have acquired beneficial ownership of a number of shares of Common Stock that exceeds 19.99% of the number of shares of Common Stock outstanding at such time immediately after giving effect to such conversion.

4. The Series A Preferred Stock has no expiration date.

5. Shares of Series A Preferred Stock are convertible into such number of shares of Common Stock as is obtained by (i) multiplying the number of shares of Series A Preferred Stock to be converted by $1,000 and adding to such product an amount equal to all declared but unpaid dividends and all accrued but unpaid dividends with respect to such shares and (ii) dividing the result obtained pursuant to clause (i) by the "Conversion Price." The Conversion Price shall initially be $29.76, which is subject to certain adjustments as set forth in the Certificate of Designations. As of September 22, 2010, the 80,000 Shares of Series A Preferred Stock were convertible into 2,688,172 shares of Common Stock.

6. Stephen Feinberg, through one or more entities, possesses the sole power to vote and the sole power to direct the disposition of all securities of the Company beneficially owned by Cerberus Partners II, L.P., Cerberus Series IV Holdings, LLC and Cerberus Satellite LLC. As a result, Mr. Feinberg may be deemed to beneficially own the 1,173,000 shares of Common Stock and the 80,000 shares of Series A Preferred Stock reported herein.

Remarks:

	/s/ Stephen Feinberg	09/22/2010
	** 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 5 (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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