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^*

BLUMENFELD ADAM

(Last)

(First)

(Middle)

SPORT SUPPLY GROUP, INC.

1901 DIPLOMAT DRIVE

(Street)

FARMERS BRANCH

75234

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SPORT SUPPLY GROUP, INC. [ RBI ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman of the Board and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/05/2010

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)
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	08/05/2010		D		205,567	D	$13.55⁽¹⁾	60,091	D
Common Stock	08/05/2010		D		60,091	D	⁽²⁾	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)	$6.125	08/05/2010		D			20,000	⁽³⁾	08/15/2010	Common Stock	20,000	$7.425	0	D
Employee Stock Option (right to buy)	$3.89	08/05/2010		D			25,000	⁽⁴⁾	05/08/2011	Common Stock	25,000	$9.66	0	D
Employee Stock Option (right to buy)	$4.9	08/05/2010		D			25,000	⁽⁵⁾	07/26/2012	Common Stock	25,000	$8.65	0	D
Employee Stock Option (right to buy)	$6.08	08/05/2010		D			25,000	⁽⁶⁾	06/24/2013	Common Stock	25,000	$7.47	0	D
Employee Stock Option (right to buy)	$9.46	08/05/2010		D			20,000	⁽⁷⁾	05/21/2014	Common Stock	20,000	$4.09	0	D
Employee Stock Option (right to buy)	$9.56	08/05/2010		D			150,000	⁽⁸⁾	09/07/2017	Common Stock	150,000	⁽⁸⁾	0	D
Employee Stock Option (right to buy)	$9.85	08/05/2010		D			121,153	⁽⁹⁾	07/02/2018	Common Stock	121,153	⁽⁹⁾	0	D
Employee Stock Option (right to buy)	$7.21	08/05/2010		D			100,000	⁽¹⁰⁾	06/15/2019	Common Stock	100,000	⁽¹⁰⁾	0	D
Employee Stock Option (right to buy)	$8.5	08/05/2010		D			100,000	⁽¹¹⁾	06/15/2016	Common Stock	100,000	⁽¹¹⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to the merger agreement with affiliates of ONCAP Management Partners, L.P. in exchange for $13.55 per share.

2. These shares were assumed by Sage Parent Company, Inc. ("Parent") in the merger and replaced with shares of common stock of Parent having a value of $814,233.

3. This option, which was fully vested, was cancelled in the merger in exchange for a cash payment of $148,500, representing the difference between the exercise price of the option and the market value of the underlying common stock on the effective date of the merger ($13.55 per share).

4. This option, which was fully vested, was cancelled in the merger in exchange for a cash payment of $241,500, representing the difference between the exercise price of the option and the market value of the underlying common stock on the effective date of the merger ($13.55 per share).

5. This option, which was fully vested, was cancelled in the merger in exchange for a cash payment of $216,250, representing the difference between the exercise price of the option and the market value of the underlying common stock on the effective date of the merger ($13.55 per share).

6. This option, which was fully vested, was cancelled in the merger in exchange for a cash payment of $186,750, representing the difference between the exercise price of the option and the market value of the underlying common stock on the effective date of the merger ($13.55 per share).

7. This option, which was fully vested, was cancelled in the merger in exchange for a cash payment of $81,800, representing the difference between the exercise price of the option and the market value of the underlying common stock on the effective date of the merger ($13.55 per share).

8. This option, the last tranche of which was scheduled to vest on September 7, 2010, was assumed by Parent in the merger and replaced with an option to purchase shares of common stock of Parent having a value of $598,500.

9. This option, the last tranche of which was scheduled to vest on July 2, 2011, was assumed by Parent in the merger and replaced with an option to purchase shares of common stock of Parent having a value of $448,266.

10. This option, the last two tranches of which were scheduled to vest on July 1, 2011 and July 1, 2012, respectively, was assumed by Parent in the merger and replaced with an option to purchase shares of common stock of Parent having a value of $634,000.

11. This option, which was fully vested, was assumed by Parent in the merger and replaced with an option to purchase shares of common stock of Parent having a value of $505,000.

	/s/ Terrence M. Babilla, attorney-in-fact	08/05/2010
	** 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).
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