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^*

WALLACH STEVEN

(Last)

(First)

(Middle)

2325 DULLES CORNER BLVD.

SUITE 1000

(Street)

HERNDON

20171

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GeoEye, Inc. [ GEOY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Nat'l Security Strategy

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2013

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	01/31/2013		D		2,246	D	⁽¹⁾	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)
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)
Employee Stock Option (Right to Buy)	$42.04	01/31/2013		D			5,000	⁽²⁾	01/03/2021	Common Stock	5,000	⁽²⁾	0	D
Employee Stock Option (Right to Buy)	$41.3	01/31/2013		D			3,532	⁽³⁾	03/08/2019	Common Stock	3,532	⁽³⁾	0	D
Employee Stock Option (Right to Buy)	$22.48	01/31/2013		D			4,076	⁽⁴⁾	04/18/2022	Common Stock	4,076	⁽⁴⁾	0	D
Restricted Stock Units	$0.00	01/31/2013		D			1,452	03/15/2013⁽⁵⁾	03/15/2013	Common Stock	1,452	⁽⁶⁾	0	D
Performance Stock Units	$0.00	01/31/2013		D			1,259	⁽⁷⁾	03/14/2014	Common Stock	1,259	⁽⁶⁾	0	D

Explanation of Responses:

1. Pursuant to the terms of an Agreement and Plan of Merger, dated as of July 22, 2012, as amended ("Merger"), between DigitalGlobe, Inc. ("DigitalGlobe"), GeoEye, Inc., and the parties named therein, Issuer common stockholders had the right to elect to receive consideration of either: (i) 1.137 shares of DigitalGlobe common stock and $4.10 per share in cash, (ii) 100% of the consideration in cash ($20.27) or (iii) 100% of the consideration in stock (1.425 shares of DigitalGlobe common stock), for each share of Issuer common stock they own, with the amount of cash and stock subject to proration as set forth in the merger agreement. Assumes that the shares of Issuer common stock owned by the Reporting Person were exchanged for 1.425 shares of DigitalGlobe common stock upon consummation of the merger.

2. This option, which provided for vesting in four equal annual installments beginning January 3, 2012, was assumed by DigitalGlobe in the Merger and replaced with an option to acquire up to 7,125 shares of DigitalGlobe common stock for $29.50 per share.

3. This option, which provided for vesting in four equal annual installments beginning March 8, 2012, was assumed by DigitalGlobe in the Merger and replaced with an option to acquire up to 5,033 shares of DigitalGlobe common stock for $28.98 per share.

4. This option, which provided for vesting in four equal anual installments beginning April 18, 2013, was assumed by DigitalGlobe in the Merger and replaced with an option to acquire up to 5,808 shares of DigitalGlobe common stock for $15.77 per share.

5. The Restricted Stock Unit was granted under the Issuer's 2010 Omnibus Incentive Plan. The RSU will vest on March 8, 2013, at 143%, based on the achievement of certain financial performance criteria for fiscal years ending December 31, 2011 and December 31, 2012 and the Reporting Person will acquire 2,359 shares of DigitalGlobe, Inc. Common Stock, after taking into effect the conversion of the RSU at the mixed consideration rate of 1.137 shares of DigitalGlobe common stock and $4.10 per share in cash.

6. Each RSU represents the contingent right to receive one share of DigitalGlobe, Inc. common stock.

7. The Performance Stock Unit, which is scheduled to vest, if at all, based upon the achievement of certain financial performance criteria for fiscal years ending December 31, 2012 and 2013. If the performance critera is met, no less than 20% and no more than 200% of the target amount of the award will vest on March 14, 2014. This Performance Stock Unit was assumed by DigitalGlobe in the merger and replaced with a Performance Stock Unit to acquire up to 1,431 shares of DigitalGlobe common stock, on the same terms and conditions.

Remarks:

	/s/ Kathleen Guerere, attorney-in-fact	02/04/2013
	** 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).
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