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^*

MULLIGAN WILLIAM C

(Last)

(First)

(Middle)

C/O PRIMUS VENTURE PARTNERS, INC.

5900 LANDERBROOK DRIVE SUITE 200

(Street)

CLEVELAND

44124

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Golf Galaxy, Inc. [ GGXY ]

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)
02/13/2007

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)
Golf Galaxy Common Stock	02/13/2007		D		709,491⁽¹⁾	D	$18.82	0	I	Shares held by Primus Capital Fund IV L.P. (PCF IV LP")⁽²⁾
Golf Galaxy Common Stock	02/13/2007		D		29,562⁽³⁾	D	$18.82	0	I	Shares held by Primus Executive Fund L.P. ("PEF LP")⁽⁴⁾

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)
Stock Option (right to buy)	$18.77	02/13/2007		D			1,500	02/08/2006⁽⁶⁾	02/08/2016	Golf Galaxy Common Stock	1,500	$0.05⁽⁵⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger, dated as of November 13, 2006, among the Issuer, Yankees Acquisition Corp. and Dick's Sporting Goods, Inc. ("Merger Agreement") in exchange for the right to receive $18.82 per share in cash, without interest.

2. The shares are held by PCF IV LP. The sole general partner of PCF IV LP is Primus Venture Partners IV Limited Partnership ("PVP IV LP"). The sole general partner of PVP IV LP is Primus Venture Partners IV, Inc. ("PVP IV Inc."). Mr Mulligan, a director of PVP IV Inc., shares voting power and investment power with respect to the shares with four other directors of PVP IV Inc. Mr. Mulligan disclaims beneficial ownership of the shares held by PCF IV LP except to the extent of his pecuniary interest therein.

3. Disposed of pursuant to the Merger Agreement in exchange for the right to receive $18.82 per share in cash, without interest.

4. The shares are held by PEF LP. The sole general partner of PEF LP is PVP IV LP. The sole general partner of PVP IV LP is PVP IV Inc. Mr. Mulligan, a director of PVP IV Inc., shares voting power and investment power with respect to the shares with four other directors of PVP IV Inc. Mr. Mulligan disclaims beneficial ownership of the shares held by PEF LP except to the extent of his pecuniary interest therein.

5. At the election of the reporting person and effective at the time of the closing of the transactions contemplated by the Merger Agreement, each option to acquire shares of the Issuer's common stock was converted into the right to receive a cash payment equal to the difference between the merger consideration of $18.82 and the exercise price of the option.

6. The date indicated is the grant date and the options were 100% vested upon date of grant.

	/s/ Richard C. Nordvold Attorney-in-fact for William C. Mulligan	02/13/2007
	** 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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