SEC FORM 3

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^*

FLANAGAN JAMES F

(Last)

(First)

(Middle)

GSI COMMERCE, INC.

935 FIRST AVENUE

(Street)

KING OF PRUSSIA

19406

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/23/2011

3. Issuer Name and Ticker or Trading Symbol
GSI COMMERCE INC [ GSIC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Human Resources

5. 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 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)
Common Stock	60,327⁽¹⁾⁽²⁾	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Option to Purchase (Common Stock)	04/06/2005	04/06/2015	Common Stock	45,000	$13.46	D
Performance Restricted Stock Unit	⁽³⁾	⁽³⁾	Common Stock	5,411⁽⁴⁾	⁽⁵⁾	D

Explanation of Responses:

1. The filing of this Statement shall not be construed as an admission (a) that the person filing this Statement is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any equity securities covered by this Statement, or (b) that this Statement is legally required to be filed by such person.

2. The amount of securities owned includes 13,559 shares owned outright and 46,768 shares issuable pursuant to restricted stock award units. The shares owned pursuant to restricted stock units consist of: grant on March 4, 2008 of 25,678 shares of which 12,838 shares remain unvested and 6,419 shares will vest on April 3, 2011 and February 3, 2012; grant on March 10, 2009 of 26,000 shares of which 19,500 shares remain unvested and 6,500 shares will vest on April 20 of 2011, 2012 and 2013; and grant on March 31, 2010 of 14,430 shares which will vest as to 25% of the total number of shares subject to the award on May 10 of 2011, 2012, 2013 and 2014.

3. The Performance Restricted Stock Units have no expiration date. Vested Performance Restricted Stock Units result in delivery of the underlying shares of common stock, and all Performance Units are forfeited if Issuer fails to achieve 85% of the performance target.

4. Reported number of Performance Units acquired is based on Issuer attaining 100% of the performance target for fiscal years 2011 and 2012. If Issuer exceeds the performance target, the reporting person may receive up to 1.5 times the reported number. If Issuer fails to achieve 85% of the performance target, the reporting person will receive no Performance Units.

5. The Performance Units were not assigned an exercise price.

Remarks:

	/s/ James F. Flanagan	03/02/2011
	** 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 5 (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.
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