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^*

LIEFF ANN S

(Last)

(First)

(Middle)

3601 PLAINS BLVD

(Street)

AMARILLO

79102

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HASTINGS ENTERTAINMENT INC [ HAST ]

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)
07/15/2014

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	07/15/2014		D		22,218	D	$66,654⁽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)
Common Stock (Right to Buy)	$3.845	06/19/2013		D		2,530		⁽³⁾	⁽⁴⁾	Common Stock	2,530	⁽²⁾	0	D
Common Stock (Right to Buy)	$2.06	06/19/2012		D		506		⁽³⁾	⁽⁴⁾	Common Stock	506	$0.94⁽²⁾	0	D
Common Stock (Right to Buy)	$2.06	06/19/2012		D		2,024		⁽³⁾	⁽⁴⁾	Common Stock	2,024	⁽²⁾	0	D
Common Stock (Right to Buy)	$4.06	06/19/2011		D		2,530		⁽³⁾	⁽⁴⁾	Common Stock	2,530	⁽²⁾	0	D
Common Stock (Right to Buy)	$7.66	06/19/2010		D		2,530		⁽³⁾	⁽⁴⁾	Common Stock	2,530	⁽²⁾	0	D
Common Stock (Right to Buy)	$4.445	06/19/2009		D		2,530		⁽³⁾	⁽⁴⁾	Common Stock	2,530	⁽²⁾	0	D
Common Stock (Right to Buy)	$8.695	06/19/2008		D		2,530		⁽³⁾	⁽⁴⁾	Common Stock	2,530	⁽²⁾	0	D
Common Stock (Right to Buy)	$7.24	06/19/2007		D		2,530		⁽³⁾	⁽⁴⁾	Common Stock	2,530	⁽²⁾	0	D
Common Stock (Right to Buy)	$7.405	06/07/2006		D		2,024		⁽³⁾	⁽⁴⁾	Common Stock	2,024	⁽²⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to Agreement and Plan of Merger, dated as of March 17, 2014, by and among Hastings Entertainment, Inc. ("Hastings"), Draw Another Circle, LLC and Hendrix Acquisition Corp. (the "Merger Agreement"), whereby each such share of Hastings Common Stock was converted into the right to receive $3.00, in cash and without interest.

2. Pursuant to the Merger Agreement, all options to purchase Hastings Common Stock that were issued by Hastings were cancelled and terminated immediately upon the effective time of the Merger contemplated therein and, to the extent any such option was vested as of such effective time and had an exercise price of less than $3.00 per share, the holder of such option is entitled to receive an amount equal to the difference between $3.00 and the exercise price of such option multiplied by the number of Hastings Common Stock subject to such option, which amount shall be payable in cash and without interest. Notwithstanding the foregoing, all such options held by John Marmaduke, Dan Crow or Alan Van Ongevalle shall be cancelled and terminated without consideration, regardless of exercise price or vesting.

3. Options vest 20% on each anniversary of the grant date.

4. Options expire on the 10 year anniversary of the grant date.

Remarks:

	Ann Lieff	07/18/2014
	** 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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