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^*

DIAMOND MATTHEW C

(Last)

(First)

(Middle)

C/O ALLOY, INC., 151 WEST 26TH STREET

11TH FLOOR

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ALLOY INC [ ALOY ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/09/2010

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	11/09/2010		D⁽¹⁾		697,383⁽²⁾	D	$9.8⁽²⁾	126,803	D
Common Stock	11/09/2010		F		126,803	D	$9.8	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)
Stock Option (Right to Buy)	$6.98	11/09/2010		D⁽¹⁾			69,420	⁽³⁾	08/09/2014	Common Stock	69,420	$2.82⁽³⁾	0	D
Stock Option (Right to Buy)	$6.35	11/09/2010		D⁽¹⁾			234,235	⁽⁴⁾	08/03/2019	Common Stock	234,235	$3.45⁽⁴⁾	0	D
Stock Option (Right to Buy)	$8.5	11/09/2010		D⁽¹⁾			100,940	⁽⁵⁾	04/08/2020	Common Stock	100,940	$1.3⁽⁵⁾	0	D

Explanation of Responses:

1. Disposed of in connection with the Agreement and Plan of Merger, dated as of June 23, 2010 (the "Merger Agreement"), by and among Alloy, Inc. ("Alloy"), Alloy Media Holdings, L.L.C., a Delaware limited liability company ("Parent"), and Lexington Merger Sub Inc., a wholly-owned subsidiary of Parent.

2. Upon completion of the merger, (1) each share of restricted stock of Alloy became fully vested, to the extent not already fully vested; and (2) each share of common stock of Alloy was converted into the right to receive $9.80 per share, without interest. The reporting person received a cash payment of $2,228,285 and 470,007 membership interests in an entity controlling Parent representing a value of $9.80 per share on the effective date of the merger and having an aggregate value of $4,606,069, as consideration for the disposition in connection with the merger.

3. This option was granted on April 10, 2008 and provided for vesting in three equal annual installments beginning one year after the date of grant. Immediately prior to the completion of the merger, each outstanding option to purchase shares of stock, whether or not exercisable or vested, became fully vested and exercisable and then cancelled and entitled to receive the difference between the exercise price of the option and the merger consideration of $9.80 per share. The reporting person received $195,764 as consideration for the cancellation.

4. This option was granted on August 3, 2009 and provided for vesting in three equal annual installments on March 30, 2010, March 30, 2011 and March 30, 2012, respectively. Immediately prior to the completion of the merger, each outstanding option to purchase shares of stock, whether or not exercisable or vested, became fully vested and exercisable and then cancelled and entitled to receive the difference between the exercise price of the option and the merger consideration of $9.80 per share. The reporting person received $808,111 as consideration for the cancellation.

5. This option was granted on April 8, 2010 and provided for vesting in three equal annual installments beginning one year after the date of grant. Immediately prior to the completion of the merger, each outstanding option to purchase shares of stock, whether or not exercisable or vested, became fully vested and exercisable and then cancelled and entitled to receive the difference between the exercise price of the option and the merger consideration of $9.80 per share. The reporting person received $131,222 as consideration for the cancellation.

	/s/ Matthew C. Diamond	11/12/2010
	** 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).
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