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^*

SANDELL ASSET MANAGEMENT CORP

(Last)

(First)

(Middle)

40 WEST 57TH STREET

26TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CNET NETWORKS INC [ CNET ]

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

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		13D Grp. Mem own more than 10%

3. Date of Earliest Transaction (Month/Day/Year)
01/08/2008

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⁽¹⁾⁽²⁾	01/08/2008		P		750,000	A	$8.44	1,450,000	D
Common Stock⁽¹⁾⁽²⁾	01/08/2008		X⁽³⁾		649,200	D	$8.38	800,800	D
Common Stock⁽¹⁾⁽²⁾	01/08/2008		X⁽³⁾		649,200	A	$8.38	1,450,000	D
Common Stock⁽¹⁾⁽²⁾	01/08/2008		X⁽⁴⁾		100,800	D	$8.38	1,349,200	D
Common Stock⁽¹⁾⁽²⁾	01/08/2008		X⁽⁴⁾		100,800	A	$8.38	1,450,000	D
Common Stock⁽¹⁾⁽²⁾	01/09/2008		P		750,000	A	$8.23	2,200,000	D
Common Stock⁽¹⁾⁽²⁾	01/09/2008		O⁽⁵⁾		493,200	D	$8.17	1,706,800	D
Common Stock⁽¹⁾⁽²⁾	01/09/2008		O⁽⁵⁾		493,200	A	$8.17	2,200,000	D
Common Stock⁽¹⁾⁽²⁾	01/09/2008		O⁽⁶⁾		256,800	D	$8.17	1,943,200	D
Common Stock⁽¹⁾⁽²⁾	01/09/2008		O⁽⁶⁾		256,800	A	$8.17	2,200,000	D
Common Stock⁽¹⁾⁽²⁾	01/10/2008		P		470,000	A	$8.49	2,670,000	D
Common Stock⁽¹⁾⁽²⁾	01/10/2008		O⁽⁷⁾		373,300	D	$8.39	2,296,700	D
Common Stock⁽¹⁾⁽²⁾	01/10/2008		O⁽⁷⁾		373,300	A	$8.39	2,670,000	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)
Equity Swap (Obligation to Buy)⁽¹⁾⁽²⁾	$8.06	01/08/2008		X⁽³⁾			1	12/20/2007	01/26/2009	Common Stock	649,200	⁽³⁾	0	D
Equity Swap (Obligation to Buy)⁽¹⁾⁽²⁾	$8.36	01/08/2008		X⁽⁴⁾			1	12/21/2007	01/27/2009	Common Stock	100,800	⁽⁴⁾	493,200	D
Equity Swap (Obligation to Buy)⁽¹⁾⁽²⁾	$8.38	01/09/2008		O⁽⁵⁾			1	12/21/2007	01/27/2009	Common Stock	493,200	⁽⁵⁾	0	D
Equity Swap (Obligation to Buy)⁽¹⁾⁽²⁾	$8.58	01/09/2008		O⁽⁶⁾			1	12/24/2007	01/28/2009	Common Stock	256,800	⁽⁶⁾	416,500	D
Equity Swap (Obligation to Buy)⁽¹⁾⁽²⁾	$8.58	01/10/2008		O⁽⁷⁾			1	12/24/2007	01/28/2009	Common Stock	373,300	⁽⁷⁾	43,200	D

Explanation of Responses:

1. Sandell Asset Management Corp., a Cayman Islands Corp. ("SAMC"), beneficially owns the securities reported herein through Castlerigg Master Investments Ltd., a British Virgin Islands company ("Castlerigg Master Investments"). SAMC is the investment manager of Castlerigg Master Investments. Thomas Sandell is the controlling person of SAMC and may be deemed to share beneficial ownership of the shares beneficially owned by Castlerigg Master Investments and SAMC. Castlerigg International Ltd., a British Virgin Islands company ("Castlerigg International"), is the controlling shareholder of Castlerigg International Holdings Limited, a British Virgin Islands company ("Holdings"). Holdings is the controlling shareholder of Castlerigg Master Investments.

2. Each of Holdings and Castlerigg International may be deemed to share beneficial ownership of the shares beneficially owned by Castlerigg Master Investments. SAMC, Mr. Sandell, Holdings, Castlerigg International and Castlerigg Master Investments each disclaims beneficial ownership of the securities reported herein except to the extent of its or his respective pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

3. On January 8, 2008, upon the settlement of an equity swap entered into by and between the Reporting Person and a securities broker, the Reporting Person received $8.38 per share for each of the 649,200 shares subject to the swap, offset by $8.06 per share owed by the Reporting Person to the broker, representing the base price per share (of stock subject to the swap). The termination of the equity swap is deemed exempt from Section 16(b) of the Securities and Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder.

4. On January 8, 2008, upon the settlement of an equity swap entered into by and between the Reporting Person and a securities broker, the Reporting Person received $8.38 per share for each of the 100,800 shares subject to the swap, offset by $8.38 per share owed by the Reporting Person to the broker, representing the base price per share (of stock subject to the swap). The termination of the equity swap is deemed exempt from Section 16(b) of the Securities and Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder.

5. On January 9, 2008, upon the settlement of an equity swap entered into by and between the Reporting Person and a securities broker, the Reporting Person received $8.17 per share for each of the 493,200 shares subject to the swap, offset by $8.38 per share owed by the Reporting Person to the broker, representing the base price per share (of stock subject to the swap). The termination of the equity is deemed exempt from Section 16(b) of the Securities and Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder.

6. On January 9, 2008, upon the settlement of an equity swap entered into by and between the Reporting Person and a securities broker, the Reporting Person received $8.17 per share for each of the 256,800 shares subject to the swap, offset by $8.58 per share owed by the Reporting Person to the broker, representing the base price per share (of stock subject to the swap). The termination of the equity swap is deemed exempt from Section 16(b) of the Securities and Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder.

7. On January 10, 2008, upon the settlement of an equity swap entered into by and between the Reporting Person and a securities broker, the Reporting Person received $8.39 per share for each of the 373,300 shares subject to the swap, offset by $8.58 per share owed by the Reporting Person to the broker, representing the base price per share (of stock subject to the swap). The termination of the equity is deemed exempt from Section 16(b) of the Securities and Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder.

	/s/ Sandell Asset Management Corp.; by: Thomas E. Sandell as Chief Executive Officer	01/11/2008
	** 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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