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*
Norvold Richard C

(Last) (First) (Middle)
7275 FLYING CLOUD DRIVE

(Street)
EDEN PRAIRIE MN 55344

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
CFO
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)
Code V Amount (A) or (D) Price
Golf Galaxy Common Stock 02/13/2007 D 500(1) D $18.82 0 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
3/15/04 GGXY NQ $6.3 02/13/2007 D 5,000 03/15/2005(3) 03/15/2014 Golf Galaxy Common Stock 11,508 $12.52(2) 6,508 D
3/15/04 GGXY NQ $6.3 02/13/2007 D 6,508 03/15/2005(5) 03/15/2014 Golf Galaxy Common Stock 11,508 $0(4) 0 D
5/3/05 GGXY ISO $8 02/13/2007 D 1,250 05/03/2006(7) 05/03/2015 Golf Galaxy Common Stock 1,250 $0(6) 0 D
5/3/05 GGXY NQ $8 02/13/2007 D 3,750 05/03/2006(9) 05/03/2015 Golf Galaxy Common Stock 3,750 $0(8) 0 D
7/28/05 GGXY ISO $14 02/13/2007 D 3,750 07/28/2006(11) 07/28/2015 Golf Galaxy Common Stock 3,750 $0(10) 0 D
7/28/05 GGXY NQ $14 02/13/2007 D 11,250 07/28/2006(13) 07/28/2015 Golf Galaxy Common Stock 11,250 $0(12) 0 D
Stock option (right to buy) $6.3 02/13/2007 D 53,492 03/15/2005(15) 03/15/2014 Golf Galaxy Common Stock 63,492 $0(14) 0 D
Stock Option (Right to Buy) $13.05 02/13/2007 D 22,500 06/22/2007(17) 06/22/2016 Golf Galaxy Common Stock 22,500 $0(16) 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. 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.
3. The option vests in four equal annual installments beginning on March 15, 2005.
4. 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 acquire Dick's Sporting Goods, Inc. common stock. Options converted into options to purchase shares of Dick's Sporting Goods, Inc. common stock will retain the same terms and conditions, except that the number of shares of Dick's Sporting Goods, Inc. common stock and the exercise price of such options will be adjusted utilizing a conversion ratio of 0.386.
5. The option vests in four equal annual installments beginning on March 15, 2005.
6. 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 acquire Dick's Sporting Goods, Inc. common stock. Options converted into options to purchase shares of Dick's Sporting Goods, Inc. common stock will retain the same terms and conditions, except that the number of shares of Dick's Sporting Goods, Inc. common stock and the exercise price of such options will be adjusted utilizing a conversion ratio of 0.386.
7. The option vests in four equal annual installments beginning on May 3, 2006.
8. 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 acquire Dick's Sporting Goods, Inc. common stock. Options converted into options to purchase shares of Dick's Sporting Goods, Inc. common stock will retain the same terms and conditions, except that the number of shares of Dick's Sporting Goods, Inc. common stock and the exercise price of such options will be adjusted utilizing a conversion ratio of 0.386.
9. The option vests in four equal annual installments beginning on May 3, 2006.
10. 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 acquire Dick's Sporting Goods, Inc. common stock. Options converted into options to purchase shares of Dick's Sporting Goods, Inc. common stock will retain the same terms and conditions, except that the number of shares of Dick's Sporting Goods, Inc. common stock and the exercise price of such options will be adjusted utilizing a conversion ratio of 0.386.
11. The option vests in four equal annual installments beginning on July 28, 2006.
12. 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 acquire Dick's Sporting Goods, Inc. common stock. Options converted into options to purchase shares of Dick's Sporting Goods, Inc. common stock will retain the same terms and conditions, except that the number of shares of Dick's Sporting Goods, Inc. common stock and the exercise price of such options will be adjusted utilizing a conversion ratio of 0.386.
13. The option vests in four equal annual installments beginning on July 28, 2006.
14. 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 acquire Dick's Sporting Goods, Inc. common stock. Options converted into options to purchase shares of Dick's Sporting Goods, Inc. common stock will retain the same terms and conditions, except that the number of shares of Dick's Sporting Goods, Inc. common stock and the exercise price of such options will be adjusted utilizing a conversion ratio of 0.386.
15. The option vests in four equal annual installments beginning on March 15, 2005.
16. 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 acquire Dick's Sporting Goods, Inc. common stock. Options converted into options to purchase shares of Dick's Sporting Goods, Inc. common stock will retain the same terms and conditions, except that the number of shares of Dick's Sporting Goods, Inc. common stock and the exercise price of such options will be adjusted utilizing a conversion ratio of 0.386.
17. The option vests in four equal annual installments beginning on June 22, 2007.
/s/ Richard C. Nordvold 02/13/2007
** Signature of Reporting Person Date
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