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* Prentice Capital Management, LP (Last) (First) (Middle) 623 FIFTH AVENUE, 32ND FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/14/2008	3. Issuer Name and Ticker or Trading Symbol BLOCKBUSTER INC [ BBI ]
		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) 12/08/2008
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
Class A common stock (the "Common Stock")	12,170,683	I(1)	See Footnote(1)(2)(4)
Common Stock	346,300	I(3)	See Footnote(3)(4)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Prentice Capital Management, LP (Last) (First) (Middle) 623 FIFTH AVENUE, 32ND FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Zimmerman Michael (Last) (First) (Middle) C/O PRENTICE CAPITAL MANAGEMENT 623 FIFTH AVENUE, 32ND FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Michael Zimmerman ("Mr. Zimmerman") controls, and is responsible for the supervision and conduct of all investment activities of, Prentice Capital Management, LP ("Prentice Capital," together with Mr. Zimmerman, the "Reporting Persons"), the investment manager to a number of investment funds (including Prentice Capital Partners, LP, Prentice Capital Partners QP, LP, Prentice Capital Offshore, Ltd., Prentice Special Opportunities, LP, Prentice Special Opportunities Offshore, Ltd. and Prentice Special Opportunities Master, L.P.) and manages investments for certain entities in managed accounts (the "Investment Entities"). Prentice Capital has voting and dispositive authority over 12,170,683 shares of Common Stock held by the Investment Entities.

2. Prentice Capital does not directly own any shares of Common Stock. Prentice Capital may be deemed to beneficially own 12,170,683 shares of Common Stock. Mr. Zimmerman does not directly own any shares of Common Stock. Mr. Zimmerman may be deemed to beneficially own 12,516,983 shares of Common Stock. Each of the Reporting Persons disclaims any beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

3. Michael Zimmerman has voting and dispositive authority over 19,000 shares of Common Stock held by the Michael & Holly Zimmerman Family Foundation Inc., 304,500 shares of Common Stock held by Holly Zimmerman and 22,800 shares of Common Stock held by his children.

4. Table I of this Form 3 is being amended to include the 346,300 shares of Common Stock that Michael Zimmerman may be deemed to beneficially own. This Form 3 is also being amended to update footnote (1) and add footnotes (2) and (3).

	PRENTICE CAPITAL MANAGEMENT, LP, By: Matthew Hoffman as General Counsel, /s/ Matthew Hoffman	12/22/2008
	** Signature of Reporting Person	Date
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