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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* BD MEDIA INVESTORS LP (Last) (First) (Middle) 300 CRESCENT COURT STE 1111 (Street) DALLAS TX 75701 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/17/2009	3. Issuer Name and Ticker or Trading Symbol ALLOY INC [ ALOY ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) Member of a 13(d) 10% Group	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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	630,137	I	See Footnotes(1)(4)(5)(6)
Common Stock	264,369	I	See Footnotes(2)(4)(5)(6)
Common Stock	32,214	I	See Footnotes(3)(4)(5)(6)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* BD MEDIA INVESTORS LP (Last) (First) (Middle) 300 CRESCENT COURT STE 1111 (Street) DALLAS TX 75701 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of a 13(d) 10% Group

1. Name and Address of Reporting Person* SRB GREENWAY OPPORTUNITY FUND (QP) LP (Last) (First) (Middle) C/O SRB MANAGEMENT LP 300 CRESCENT COURT, SUITE 1111 (Street) DALLAS TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of 10% 13(d) group

1. Name and Address of Reporting Person* SRB GREENWAY OPPORTUNITY FUND LP (Last) (First) (Middle) 300 CRESCENT COURT SUITE 1111 (Street) DALLAS TX 75701 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of 10% 13(d) group

1. Name and Address of Reporting Person* SRB Management, L.P. (Last) (First) (Middle) 300 CRESCENT COURT SUITE 1111 (Street) DALLAS TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of 10% 13(d) group

1. Name and Address of Reporting Person* BC Advisors LLC (Last) (First) (Middle) 300 CRESCENT COURT SUITE 1111 (Street) DALLAS TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of 10% 13(d) group

1. Name and Address of Reporting Person* Becker Steven R (Last) (First) (Middle) 300 CRESCENT COURT SUITE 1111 (Street) DALLAS TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of 10% 13(d) group

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) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of 10% 13(d) group

Explanation of Responses:

1. Represents shares of common stock ("Common Stock") of Alloy, Inc. (the "Issuer") directly beneficially owned by BD Media Investors LP ("BD Media").

2. Represents shares of Common Stock directly beneficially owned by SRB Greenway Opportunity Fund, (QP), L.P. ("Greenway Opportunity QP").

3. Represents shares of Common Stock directly beneficially owned by SRB Greenway Opportunity Fund, L.P. ("Greenway Opportunity, L.P.").

4. On December 17, 2009, BD Media, Greenway Opportunity QP, Greenway Opportunity, L.P., SRB Management, L.P. ("SRB Management"), BC Advisors, LLC ("BCA"), Steven R. Becker ("Mr. Becker") and Matthew A. Drapkin ("Mr. Drapkin", and collectively with BD Media, Greenway Opportunity QP, Greenway Opportunity, L.P., SRB Management, BCA and Mr. Becker, the "Reporting Persons") and 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., and John B. Kleinheinz (the "Kleinheinz Parties") entered into a Joint Filing Agreement (the "Joint Filing Agreement"). Pursuant to the Joint Filing Agreement, the Reporting Persons and the Kleinheinz Parties agreed to coordinate their actions with respect to the purchase and sale of Common Stock and discussions over certain matters with the Issuer.

5. As a result of the agreements contained in the Joint Filing Agreement, the Reporting Persons may be deemed to be members of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") with the Kleinheinz Parties, and, therefore, may be deemed to beneficially own Common Stock beneficially owned by the Kleinheinz Parties. The Reporting Persons disclaim beneficial ownership of and pecuniary interest in any shares of Common Stock beneficially owned by the Kleinheinz Parties, and this Form 3 and the filing hereof shall not be deemed an admission that any Reporting Person is a beneficial owner of any shares of Common Stock for any purpose, other than the Common Stock reported in Table 1, or that any Reporting Person is a member of a "group". This Form 3 does not reflect any Common Stock owned by the Kleinheinz Parties.

6. SRB Management, as the general partner of, and investment manager for, BD Media, Greenway Opportunity QP and Greenway Opportunity, L.P.; BCA, as the general partner of SRB Management; and Mr. Becker and Mr. Drapkin, as the sole members and co-managing members of BCA and limited partners of SRB Management, may in each case be deemed to be beneficial owners of the securities reported herein for purposes of Rule 16a-1(a) of the Exchange Act. SRB Management, BCA, Mr. Becker and Mr. Drapkin disclaim any beneficial ownership of any Common Stock listed herein, except to the extent of any pecuniary interest therein. BD Media disclaims beneficial ownership of the Common Stock described in footnotes (2) and (3); Greenway Opportunity QP disclaims beneficial ownership of the Common Stock described in footnotes (1) and (3); and Greenway Opportunity, L.P. disclaims beneficial ownership of the Common Stock described in footnotes (1) and (2).

Remarks:

	see exhibit 99.1**	12/28/2009
	** 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.
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.