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*
EUGSTER JACK W

(Last) (First) (Middle)
2655 KELLY AVENUE

(Street)
EXCELSIOR MN 55331

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Golf Galaxy, Inc. [ GGXY ]
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)
02/13/2007
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)
Code V Amount (A) or (D) Price
Golf Galaxy Common Stock 02/13/2007 D 43,500(1) D $18.82 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
7/15/03 GGXY NQ $6.3 02/13/2007 D 10,000 07/15/2003(3) 07/15/2013 Golf Galaxy Common Stock 10,000 $0(2) 0 D
7/28/05 GGXY NQ $14 02/13/2007 D 10,000 07/28/2005(5) 07/28/2015 Golf Galaxy Common Stock 10,000 $0(4) 0 D
Stock Option (right to buy) $18.77 02/13/2007 D 1,500 02/08/2006(7) 02/08/2016 Golf Galaxy Common Stock 1,500 $0(6) 0 D
Explanation of Responses:
1. Disposed of pursuant to the Agreement and Plan of Merger, dated as of November 13, 2006, among the Issuer, Yankees Acquisition Corp. and Dick's Sporting Goods, Inc. ("Merger Agreement") in exchange for the right to receive $18.82 per share in cash, without interest.
2. Effective at the time of the closing of the transactions contemplated by the Merger Agreement, each option to acquire shares of the Issuer's common stock was converted into the right to acquire Dick's Sporting Goods, Inc. common stock. Options converted into options to purchase shares of Dick's Sporting Goods, Inc. common stock will retain the same terms and conditions, except that the number of shares of Dick's Sporting Goods, Inc. common stock and the exercise price of such options will be adjusted utilizing a conversion ratio of 0.386.
3. The date indicated is the grant date and the options vested 50% upon date of grant and 50% one year from date of grant.
4. Effective at the time of the closing of the transactions contemplated by the Merger Agreement, each option to acquire shares of the Issuer's common stock was converted into the right to acquire Dick's Sporting Goods, Inc. common stock. Options converted into options to purchase shares of Dick's Sporting Goods, Inc. common stock will retain the same terms and conditions, except that the number of shares of Dick's Sporting Goods, Inc. common stock and the exercise price of such options will be adjusted utilizing a conversion ratio of 0.386.
5. The date indicated is the grant date and the options vested 50% upon date of grant and 50% one year from date of grant.
6. Effective at the time of the closing of the transactions contemplated by the Merger Agreement, each option to acquire shares of the Issuer's common stock was converted into the right to acquire Dick's Sporting Goods, Inc. common stock. Options converted into options to purchase shares of Dick's Sporting Goods, Inc. common stock will retain the same terms and conditions, except that the number of shares of Dick's Sporting Goods, Inc. common stock and the exercise price of such options will be adjusted utilizing a conversion ratio of 0.386.
7. The date indicated is the grant date and the options were 100% vested upon date of grant.
/s/ Richard C. Nordvold Attorney-in-fact for Jack W. Eugster 02/14/2007
** 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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