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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. (Last) (First) (Middle) C/O INTERNATIONAL FUND SERVICES LIMITED THIRD FL, BISHOP'S SQUARE REDMOND'S HILL (Street) DUBLIN L2 00000 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol GATEWAY INC [ GTW ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 10/15/2007
	4. If Amendment, Date of Original Filed (Month/Day/Year)	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 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/15/2007		U		27,155,930(5)(6)	D	$1.9	0(1)	D
Common Stock	10/15/2007		U		0	D	$0	0(2)	I	By Harbinger Capital Partners Master Fund I, Ltd.
Common Stock	10/15/2007		U		12,594,070(5)(6)	D	$1.9	0(3)(4)	I	By Harbinger Capital Partners Special Situations Fund, L.P.

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. (Last) (First) (Middle) C/O INTERNATIONAL FUND SERVICES LIMITED THIRD FL, BISHOP'S SQUARE REDMOND'S HILL (Street) DUBLIN L2 00000 (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* HARBINGER CAPITAL PARTNERS OFFSHORE MANAGER, L.L.C. (Last) (First) (Middle) ONE RIVERCHASE PARKWAY SOUTH (Street) BIRMINGHAM AL 35244 (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* HMC INVESTORS, L.L.C. (Last) (First) (Middle) ONE RIVERCHASE PARKWAY SOUTH (Street) BIRMINGHAM AL 35244 (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* HARBERT MANAGEMENT CORP (Last) (First) (Middle) ONE RIVERCHASE PARKWAY SOUTH (Street) BIRMINGHAM AL 35244 (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* FALCONE PHILIP (Last) (First) (Middle) 555 MADISON AVE 16TH 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* HARBERT RAYMOND J (Last) (First) (Middle) ONE RIVERCHASE PARKWAY SOUTH (Street) BIRMINGHAM AL 35244 (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* LUCE MICHAEL D (Last) (First) (Middle) ONE RIVERCHASE PARKWAY SOUTH (Street) BIRMINGHAM AL 35244 (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. These securities are owned by Harbinger Capital Partners Master Fund I, Ltd. (the "Master Fund"), which is a Reporting Person.

2. These securities may be deemed to be beneficially owned by Harbinger Capital Partners Offshore Manager, L.L.C. ("Harbinger Management"), the investment manager of the Master Fund, HMC Investors, L.L.C., its managing member ("HMC Investors"), Harbert Management Corporation ("HMC"), the managing member of HMC Investors, Philip Falcone, a shareholder of HMC and the portfolio manager of the Master Fund, Raymond J. Harbert, a shareholder of HMC, and Michael D. Luce, a shareholder of HMC. Each such Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

3. These securities are owned by Harbinger Capital Partners Special Situations Fund, L.P. (the "Special Situations Fund").

4. These securities may be deemed to be beneficially owned by Harbinger Capital Partners Special Situations GP, LLC ("HCPSS"), HMC-New York, Inc. ("HMCNY"), HMC, Philip Falcone, Raymond J. Harbert and Michael Luce. HCPSS is the general partner of the Special Situations Fund. HMCNY is the managing member of HCPSS. HMC wholly owns HMCNY. Philip Falcone is the portfolio manager of the Special Situations Fund and is a shareholder of HMC. Raymond J. Harbert and Michael D. Luce are shareholders of HMC.

5. This Form 4 is being filed to report transactions that occurred in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of August 27, 2007 (the "Merger Agreement"), by and among Acer Inc. ("Acer"), Galaxy Acquisition Corp. ("Acquisition Sub") and the Issuer, including (i) the offer by Acquisition Sub to purchase for $1.90 per share, net to the seller, in cash all of the outstanding shares of Common Stock pursuant to the Tender Offer Statement on Schedule TO filed by Acquisition Sub with the Securities and Exchange Commission on September 4, 2007, as amended (the "Tender Offer"), and (ii) the merger of Acquisition Sub into the Issuer, with the Issuer surviving (the "Merger"), which became effective on October 16, 2007.

6. The Reporting Persons tendered these shares in connection with the Tender Offer. Such shares were purchased by Acquisition Sub pursuant to the Tender Offer on October 15, 2007.

	Harbinger Capital Partners Master Fund I, Ltd., By: Harbinger Capital Partners Offshore Manager, L.L.C., By: HMC Investors, L.L.C., Managing Member, By: /s/ William R. Lucas, Jr.	10/19/2007
	Harbinger Capital Partners Offshore Manager, L.L.C., By: HMC Investors, L.L.C., Managing Member, By: /s/ William R. Lucas, Jr.	10/19/2007
	HMC Investors, L.L.C., By: /s/ William R. Lucas, Jr.	10/19/2007
	Harbert Management Corporation, By: /s/ William R. Lucas, Jr.	10/19/2007
	/s/ Philip Falcone	10/19/2007
	/s/ Raymond J. Harbert	10/19/2007
	/s/ Michael D. Luce	10/19/2007
	** 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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