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

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)

500 CRESCENT COURT

SUITE 230

(Street)

DALLAS

75201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HOT TOPIC INC /CA/ [ HOTT ]

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)
06/12/2013

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)
Common Stock	06/12/2013		D		934,807	D	⁽¹⁾⁽²⁾	0	I	See Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
Common Stock	06/12/2013		D		132,443	D	⁽¹⁾⁽²⁾	0	I	See Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾
Common Stock	06/12/2013		D		1,318,177	D	⁽¹⁾⁽²⁾	0	I	See Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁸⁾
Common Stock	06/12/2013		D		1,177,675	D	⁽¹⁾⁽²⁾	0	I	See Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁹⁾
Common Stock	06/12/2013		D		8,971	D	⁽¹⁾⁽²⁾	0	D⁽³⁾⁽⁴⁾⁽⁵⁾

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)	$9.52	06/12/2013		D			16,350	⁽¹⁰⁾	06/05/2020	Common Stock	16,350	⁽¹⁾⁽¹¹⁾	0	D⁽³⁾⁽⁴⁾⁽⁵⁾
Stock option (right to buy)	$7.09	06/12/2013		D			22,672	⁽¹²⁾	06/07/2021	Common Stock	22,672	⁽¹⁾⁽¹¹⁾	0	D⁽³⁾⁽⁴⁾⁽⁵⁾
Stock option (right to buy)	$6.08	06/12/2013		D			9,765	⁽¹³⁾	10/12/2020	Common Stock	9,765	⁽¹⁾⁽¹¹⁾	0	D⁽³⁾⁽⁴⁾⁽⁵⁾
Stock option (right to buy)	$6.05	06/12/2013		D			10,000	⁽¹⁴⁾	10/01/2020	Common Stock	10,000	⁽¹⁾⁽¹¹⁾	0	D⁽³⁾⁽⁴⁾⁽⁵⁾

Explanation of Responses:

1. On March 6, 2013, Hot Topic, Inc. (the "Issuer") entered into an Agreement and Plan of Merger (the "Merger Agreement") with HT Merger Sub Inc., a California corporation ("Merger Sub") and a wholly owned subsidiary of 212F Holdings LLC, a Delaware limited liability company ("Parent"). On June 12, 2013, pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer, and the Issuer continued as the surviving corporation and as a wholly owned subsidiary of Parent (the "Merger").

2. Pursuant to the Merger Agreement, each share of the Issuer's common stock issued and outstanding immediately prior to the effective time of the Merger was cancelled and converted into the right to receive $14.00 in cash, without interest and less any applicable withholding tax.

3. This statement is filed by and on behalf of Matthew A. Drapkin. Becker Drapkin Partners (QP), L.P. ("QP Fund"), Becker Drapkin Partners, L.P. ("LP Fund"), BD Partners I, L.P. ("BD Partners I"), Mr. Drapkin and a managed account (the "Managed Account") were the direct beneficial owners of the securities covered by this statement. Becker Drapkin Management, L.P. ("BD Management") is the general partner of, and the investment manager for, each of QP Fund, LP Fund and BD Partners I and provides investment advisory services for the Managed Account. BD Management may be deemed to beneficially own securities owned by QP Fund, LP Fund, BD Partners I and the Managed Account. BC Advisors, LLC ("BC Advisors") is the general partner of BD Management and may be deemed to beneficially own securities owned by BD Management. Steven R. Becker and Mr. Drapkin are the co-managing members of BC Advisors and may be deemed to beneficially own securities owned by BC Advisors.

4. The reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act") or otherwise, the beneficial owner of any securities covered by this statement. The reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.

5. The reporting person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Act. The reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer.

6. Represents shares directly beneficially owned by QP Fund.

7. Represents shares directly beneficially owned by LP Fund.

8. Represents shares directly beneficially owned by BD Partners I.

9. Represents shares directly beneficially owned by the Managed Account.

10. On June 5, 2012, the Issuer granted to the reporting person 16,350 stock options, 25% of which vested and became exercisable on June 5, 2013. The remaining stock options were scheduled to vest and become exercisable in equal quarterly installments over three years from June 5, 2013.

11. Pursuant to the Merger Agreement, each option to acquire shares of the Issuer's common stock outstanding immediately prior to the effective time of the Merger was cancelled and converted into the right to receive a cash payment equal to the excess, if any, of $14.00 over the exercise price per share of such option, less any applicable tax withholding.

12. On June 7, 2011, the Issuer granted to the reporting person 22,672 stock options, 25% of which vested and became exercisable on June 7, 2012. The remaining stock options were scheduled to vest and become exercisable in equal quarterly installments over three years from June 7, 2012.

13. On October 12, 2010, the Issuer granted to the reporting person, 9,765 stock options, 25% of which vested and became exercisable on October 1, 2011. The remaining stock options were scheduled to vest and become exercisable in equal quarterly installments over three years from October 1, 2011.

14. On October 1, 2010, the Issuer granted to the reporting person, 10,000 stock options, 25% of which vested and became exercisable on October 1, 2011. The remaining stock options were scheduled to vest and become exercisable in equal quarterly installments over three years from October 1, 2011.

	MATTHEW A. DRAPKIN, /s/ Ashley Sekimoto, Name: Ashley Sekimoto, Title: Attorney-in-Fact	06/14/2013
	** 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.