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^*

FRAZIER LEON ANTHONY

(Last)

(First)

(Middle)

2325 DULLES CORNER BLVD.

SUITE 1000

(Street)

HERNDON

20171

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2013

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

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

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

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	7,041	D

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)
Stock Option (Right to Buy)	12/13/2011⁽¹⁾	12/13/2020	Common Stock	22,500	$42.87	D
Stock Option (Right to Buy)	03/08/2012⁽²⁾	03/08/2019	Common Stock	3,842	$41.3	D
Stock Option (Right to Buy)	04/18/2013⁽³⁾	04/18/2022	Common Stock	6,686	$22.48	D
Restricted Stock Units	03/15/2013⁽⁴⁾	03/15/2013⁽⁴⁾	Common Stock	1,579	$0.00⁽⁵⁾	D
Performance Stock Units	03/14/2014⁽⁶⁾	03/14/2014⁽⁶⁾	Common Stock	2,065	$0.00⁽⁷⁾	D

Explanation of Responses:

1. Option granted on December 13, 2010 under the Issuer's 2010 Omnibus Incentive Plan and vests in four equal annual installments, which began on December 13, 2011.

2. Option granted on March 8, 2011 under the Issuer's 2010 Omnibus Incentive Plan and vests in four equal annual installments which began on March 8, 2012.

3. Option granted on April 18, 2012 under the Issuer's 2010 Omnibus Incentive Plan and vests in four equal annual installments beginning on April 18, 2013.

4. The restricted stock units were granted under the Company's 2010 Omnibus Incentive Plan and will vest based on the achievement of certain financial performance criteria for fiscal years ending December 31, 2011 and 2012. If the performance criteria is met, the restricted stock units will vest on March 15, 2013.

5. Each restricted stock unit represents a contingent right to receive one share of GEOY common stock.

6. The performance stock units were granted under the Company's 2010 Omnibus Incentive Plan and will vest, if at all, based on the achievement of certain financial performance criteria for fiscal years ending December 31, 2012 and 2013. If the performance criteria is met, no less than 20% and no more than 200% of the target amount of the award (the reported amount) of the performance stock units will vest on March 14, 2014.

7. Each performance stock unit represents a contingent right to receive one share of GEOY common stock.

Remarks:

	/s/ Kathleen Guerere, attorney-in-fact	01/08/2013
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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