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
  
 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*
Drapkin Matthew A
(Last) (First) (Middle)
300 CRESCENT COURT
SUITE 1111
(Street)
DALLAS TX 75201
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ALLOY INC [ ALOY ] 		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)
04/15/2010
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)
Code V Amount (A) or (D) Price
Common Stock 04/15/2010 A 4,635(1) A $0.01 4,635 D
Common Stock 975,120 I See Footnotes(2)(3)
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
Stock Option (Right to Buy) $8.63 04/15/2010 A 312 04/15/2011 04/15/2020 Common Stock 312 $0 312 D
Stock Option (Right to Buy) $8.63 04/15/2010 A 312 04/15/2012 04/15/2020 Common Stock 312 $0 624 D
Stock Option (Right to Buy) $8.63 04/15/2010 A 313 04/15/2013 04/15/2020 Common Stock 313 $0 937 D
Stock Option (Right to Buy) $8.63 04/15/2010 A 313 04/15/2014 04/15/2020 Common Stock 313 $0 1,250 D
Explanation of Responses:
1. Represents 4,635 shares of common stock ("Common Stock") of Alloy, Inc. (the "Issuer") granted to Matthew A. Drapkin ("Mr. Drapkin") as Restricted Stock under the Issuer's Amended and Restated 2007 Employee, Director and Consultant Stock Incentive Plan. Pursuant to the Restricted Stock Agreement under which this grant was made, such shares are subject to forfeiture to the Issuer under certain circumstances, which forfeiture right will lapse with respect to 1,545 shares on each of February 1, 2011, February 1, 2012, and February 1, 2013.
2. Represents 975,120 shares of Common Stock directly beneficially owned by BD Media Investors LP ("BD Media") (678,537 shares), SRB Greenway Opportunity Fund (QP), L.P. ("Greenway Opportunity QP") (264,369 shares) and SRB Greenway Opportunity Fund, L.P. ("Greenway Opportunity, L.P.") (32,214 shares), which Mr. Drapkin may be deemed to beneficially own as he is co-managing member of BC Advisors, LLC ("BCA") which is the general partner of SRB Management, L.P. ("SRB Management") (of which Mr. Drapkin is himself a limited partner), and SRB Management is the general partner of, and investment manager for, each of BD Media, Greenway Opportunity QP and Greenway Opportunity, L.P. Mr. Drapkin disclaims beneficial ownership in such shares of Common Stock except to the extent of his pecuniary interest therein.
3. Pursuant to a Group Termination Agreement dated April 16, 2010, BD Media, Greenway Opportunity QP, Greenway Opportunity, L.P., SRB Management, BCA, Steven R. Becker and Mr. Drapkin terminated their "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") with Kleinheinz Capital Partners, Inc., Kleinheinz Capital Partners LDC, Global Undervalued Securities Fund, L.P., Global Undervalued Securities Fund (QP), L.P., Global Undervalued Securities Fund, Ltd., Global Undervalued Securities Master Fund, L.P. and John B. Kleinheinz and terminated the Joint Filing Agreement entered into on December 17, 2009, by and among such parties. After giving effect to such termination, all of the parties named in this footnote, other than Mr. Drapkin, are no longer subject to Section 16 of the Exchange Act.
Remarks:
/s/Andrew S. McLelland, attorney-in-fact 04/16/2010
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.