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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Geeknet, Inc [ GKNT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/09/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Common Stock | 05/09/2012 | M(1) | 2,836 | A | $0 | 22,836 | D | |||
Common Stock | 1,017,736 | I | Held by Marlin Sams Fund(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Restricted Stock Unit | (3) | 05/09/2012 | M | 2,836 | (4) | (4) | Common Stock | 2,836 | $0(3) | 0 | D |
Explanation of Responses: |
1. Represents the conversion upon vesting of restricted stock units into common stock. Restricted Stock Units were granted pursuant to Issuer's 2007 Equity Incentive Plan and became 100% vested on May 9, 2012. |
2. These shares are owned directly by Marlin Sams Fund, L.P. (the "Fund"). Marlin Sams GenPar, LLC (the "General Partner") is the general partner of the Fund. Gladwyne Marlin GenPar, LLC ("Gladwyne") is a member of the General Partner and Michael B. Solomon is a member of Gladwyne. As a result, Mr. Solomon may be deemed to indirectly own the shares held directly by the Fund. Mr. Solomon disclaims beneficial ownership of the shares directly owned by the Fund except to the extent of his pecuniary interest therein. |
3. Each Restricted Stock Unit represents a contingent right to receive one share of Issuer's common stock. |
4. On January 3, 2012, the reporting person was granted 2,836 restricted stock units. All of the shares subject to the restricted stock units vested on May 9, 2012. |
Remarks: |
The reporting person may be deemed to be a member of a "group" for purposes of the Securities Exchange Act of 1934, as amended, and as such may be deemed to own 10% of the common stock of the issuer. The members of the group are Marlin Sams Fund, L.P., Marlin Sams GenPar, LLC, Gladwyne Marlin GenPar, LLC, William M. Sams, Suzanne Present and Michael Solomon. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by such reporting person. This report shall not be deemed an admission that the reporting person is a member of a group or the beneficial owner of any securities not directly owned by such reporting person. |
/s/ Michael B. Solomon | 05/11/2012 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |