X0203 3 2009-12-17 0 0001080359 ALLOY INC ALOY 0001477651 BD MEDIA INVESTORS LP 300 CRESCENT COURT STE 1111 DALLAS TX 75701 0 0 0 1 Member of a 13(d) 10% Group 0001451722 SRB GREENWAY OPPORTUNITY FUND (QP) LP C/O SRB MANAGEMENT LP 300 CRESCENT COURT, SUITE 1111 DALLAS TX 75201 0 0 0 1 Member of 10% 13(d) group 0001451721 SRB GREENWAY OPPORTUNITY FUND LP 300 CRESCENT COURT SUITE 1111 DALLAS TX 75701 0 0 0 1 Member of 10% 13(d) group 0001346543 SRB Management, L.P. 300 CRESCENT COURT SUITE 1111 DALLAS TX 75201 0 0 0 1 Member of 10% 13(d) group 0001349003 BC Advisors LLC 300 CRESCENT COURT SUITE 1111 DALLAS TX 75201 0 0 0 1 Member of 10% 13(d) group 0001349005 Becker Steven R 300 CRESCENT COURT SUITE 1111 DALLAS TX 75201 0 0 0 1 Member of 10% 13(d) group 0001458693 Drapkin Matthew A 300 CRESCENT COURT SUITE 1111 DALLAS TX 75201 0 0 0 1 Member of 10% 13(d) group Common Stock 630137 I See Footnotes Common Stock 264369 I See Footnotes Common Stock 32214 I See Footnotes Represents shares of common stock ("Common Stock") of Alloy, Inc. (the "Issuer") directly beneficially owned by BD Media Investors LP ("BD Media"). Represents shares of Common Stock directly beneficially owned by SRB Greenway Opportunity Fund, (QP), L.P. ("Greenway Opportunity QP"). Represents shares of Common Stock directly beneficially owned by SRB Greenway Opportunity Fund, L.P. ("Greenway Opportunity, L.P."). On December 17, 2009, BD Media, Greenway Opportunity QP, Greenway Opportunity, L.P., SRB Management, L.P. ("SRB Management"), BC Advisors, LLC ("BCA"), Steven R. Becker ("Mr. Becker") and Matthew A. Drapkin ("Mr. Drapkin", and collectively with BD Media, Greenway Opportunity QP, Greenway Opportunity, L.P., SRB Management, BCA and Mr. Becker, the "Reporting Persons") and Kleinheinz Capital Partners, Inc., Kleinheinz Capital Partners LDC, Global Undervalued Securities Fund, L.P., Global Undervalued Securities Fund (QP), L.P., Global Undervalued Securities Fund, Ltd., and John B. Kleinheinz (the "Kleinheinz Parties") entered into a Joint Filing Agreement (the "Joint Filing Agreement"). Pursuant to the Joint Filing Agreement, the Reporting Persons and the Kleinheinz Parties agreed to coordinate their actions with respect to the purchase and sale of Common Stock and discussions over certain matters with the Issuer. As a result of the agreements contained in the Joint Filing Agreement, the Reporting Persons may be deemed to be members of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") with the Kleinheinz Parties, and, therefore, may be deemed to beneficially own Common Stock beneficially owned by the Kleinheinz Parties. The Reporting Persons disclaim beneficial ownership of and pecuniary interest in any shares of Common Stock beneficially owned by the Kleinheinz Parties, and this Form 3 and the filing hereof shall not be deemed an admission that any Reporting Person is a beneficial owner of any shares of Common Stock for any purpose, other than the Common Stock reported in Table 1, or that any Reporting Person is a member of a "group". This Form 3 does not reflect any Common Stock owned by the Kleinheinz Parties. SRB Management, as the general partner of, and investment manager for, BD Media, Greenway Opportunity QP and Greenway Opportunity, L.P.; BCA, as the general partner of SRB Management; and Mr. Becker and Mr. Drapkin, as the sole members and co-managing members of BCA and limited partners of SRB Management, may in each case be deemed to be beneficial owners of the securities reported herein for purposes of Rule 16a-1(a) of the Exchange Act. SRB Management, BCA, Mr. Becker and Mr. Drapkin disclaim any beneficial ownership of any Common Stock listed herein, except to the extent of any pecuniary interest therein. BD Media disclaims beneficial ownership of the Common Stock described in footnotes (2) and (3); Greenway Opportunity QP disclaims beneficial ownership of the Common Stock described in footnotes (1) and (3); and Greenway Opportunity, L.P. disclaims beneficial ownership of the Common Stock described in footnotes (1) and (2). see exhibit 99.1** 2009-12-28