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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GSI COMMERCE INC [ GSIC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/25/2003 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 07/25/2003 | P(1) | 1,650,000 | A | $0(1) | 10,797,900 | D(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrants | $8.15 | 07/25/2003 | S(1) | 720,000 | 09/13/2000 | 09/12/2005 | Common Stock | 720,000 | $0(1) | 0 | D(2) | ||||
Warrants | $10 | 07/25/2003 | S(1) | 900,000 | 09/13/2000 | 09/12/2005 | Common Stock | 900,000 | $0(1) | 0 | D(2) | ||||
Warrants | $8.15 | 07/25/2003 | S(1) | 1,280,000 | 10/04/2000 | 10/03/2005 | Common Stock | 1,280,000 | $0(1) | 0 | D(2) | ||||
Warrants | $10 | 07/25/2003 | S(1) | 1,600,000 | 10/04/2000 | 10/03/2005 | Common Stock | 1,600,000 | $0(1) | 0 | D(2) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Interactive Technology Holdings, LLC ("Interactive") acquired the shares of Common Stock listed in Table I from the Issuer in exchange for the disposition by Interactive to the Issuer of the Warrants listed in Table II. |
2. All of the securities included in this form are beneficially owned directly by Interactive, which is the designated Reporting Person for purposes of this form. QK Holdings, Inc. ("QK") is the managing member of Interactive and has an approximately 70% interest in the profits of Interactive. QK is a wholly-owned subsidiary of QVC, Inc. ("QVC"). Comcast Corporation ("Comcast"), through its subsidiaries, has an approximately 30% interest in the profits of Interactive. Comcast Holdings Corporation ("CHC") is a wholly-owned subsidiary of Comcast. Comcast Programming Holdings, Inc. ("Holdings") is a wholly-owned subsidiary of CHC. Comcast QVC, Inc. ("Comcast QVC") is a wholly-owned subsidiary of Holdings. Comcast QVC holds a majority of the shares of QVC. By virtue of the relationship among the Reporting Persons, the Reporting Persons may be deemed to have shared voting and dispositive power of the shares of Common Stock of the Issuer beneficially owned by Interactive. |
Remarks: |
Exhibit List Exhibit 99 - Joint Filer Information |
David Apostolico | 07/25/2003 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |