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^*

BENDHEIM JOHN M

(Last)

(First)

(Middle)

C/O ZOO ENTERTAINMENT, INC.

3805 EDWARDS ROAD, SUITE 605

(Street)

CINCINNATI

45209

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Zoo Entertainment, Inc [ ZOOE.OB ]

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)
02/11/2010

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)
Common Stock⁽¹⁾	02/11/2010		A		1,829,400	A	$0.001	2,079,400	D

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)
Options	$0.0041⁽³⁾	02/11/2010		A⁽²⁾			12,744,600⁽³⁾	⁽³⁾	02/11/2020	Common Stock	12,744,600⁽³⁾	⁽³⁾	12,744,600⁽³⁾	D

Explanation of Responses:

1. Represents shares of restricted stock granted in consideration for Mr. Bendheim's services as a member of the Compensation Committee of Zoo Entertainment, Inc. (the "Company"). The shares are subject to forfeiture in the event Mr. Bendheim ceases to be an employee, director or consultant of the Company. The grant of such shares is conditioned upon the effectiveness (the "Effective Date") of those certain amendments to the Company's Certificate of Incorporation authorizing an increase in the number of authorized shares of Common Stock from 250,000,000 shares to 3,500,000,000 shares and effecting a reverse stock split at a ratio of one for 600 shares of Common Stock (the "Charter Amendments"), and in the event the Charter Amendments are not filed prior to September 1, 2010, the shares shall be deemed immediately canceled.

2. The Options were granted as partial consideration for Mr. Bendheim's services as a director of the Company. The Options were granted outside of the Company's 2007 Employee, Director and Consultant Stock Plan, as amended.

3. The Options vest as follows: commencing as of the Effective Date (as defined below), 25% vest immediately, and 25% vest on each of the first, second and third anniversaries of the date of grant. The grant of such Options is conditioned upon, and cannot be exercised prior to, the Effective Date, and in the event the Charter Amendments are not filed prior to September 1, 2010, the Options shall be deemed immediately canceled.

	/s/ John Bendheim	02/16/2010
	** 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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