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
ALLOY INC [ ALOY ]

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)
11/09/2010

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)
Restricted Stock	11/09/2010		D⁽¹⁾		4,635	D	$9.8⁽²⁾	0	D
Common Stock								975,120	I	See Footnote.⁽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)
Stock Option (Right to Buy)	$8.63	11/09/2010		D⁽¹⁾			1,250	⁽⁴⁾	04/15/2020	Common Stock	1,250	⁽⁵⁾	0	D

Explanation of Responses:

1. Disposed of in connection with the Agreement and Plan of Merger, dated as of June 23, 2010, by and among Alloy, Inc. ("Alloy"), Alloy Media Holdings, L.L.C., a Delaware limited liability company ("Parent"), and Lexington Merger Sub Inc., a wholly-owned subsidiary of Parent.

2. Upon completion of the merger, each share of restricted stock became fully vested, to the extent not already fully vested, and was entitled to receive an amount in cash equal to the merger consideration of $9.80 per share in cancellation of each restricted share. These shares of restricted stock were cancelled in exchange for a cash payment of $45,423.00.

3. 975,120 shares of Common Stock directly beneficially owned by BD Media Investors LP ("BD Media") (678,537 shares), SRB Greenway Opportunity Fund (QP), L.P. ("Greenway Opportunity QP") (264,369 shares) and SRB Greenway Opportunity Fund, L.P. ("Greenway Opportunity, L.P.") (32,214 shares), which Mr. Drapkin may be deemed to beneficially own, as he is co-managing member of BC Advisors, LLC ("BCA") which is the general partner of SRB Management, L.P. ("SRB Management") (of which Mr. Drapkin is himself a limited partner), and SRB Management is the general partner of, and investment manager for, each of BD Media, Greenway Opportunity QP and Greenway Opportunity, L.P. Mr. Drapkin disclaims beneficial ownership in such shares of Common Stock.

4. 312 of the options granted vest on each of April 15, 2011 and 2012, and 313 of the options granted vest on each of April 15, 2013 and 2014.

5. Immediately prior to the completion of the merger, each outstanding option to purchase shares of stock, whether or not exercisable or vested, became fully vested and exercisable and then cancelled and entitled to receive the difference between the exercise price of the option and the merger consideration of $9.80 per share. This option was cancelled in exchange for a cash payment of $1,462.50.

	/s/ Mr. Matthew A. Drapkin	11/12/2010
	** 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 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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