X0303 4 2011-04-08 0 0001017712 HOT TOPIC INC /CA/ HOTT 0001349005 Becker Steven R 300 CRESCENT COURT SUITE 1111 DALLAS TX 75201 1 0 0 0 Common Stock 2819 D Common Stock 2011-04-08 4 P 0 250400 5.9616 A 2676349 I See Footnotes Common Stock 2011-04-11 4 P 0 46100 5.9503 A 2722449 I See Footnotes Common Stock 2011-04-11 4 P 0 33000 5.9700 A 2755449 I See Footnotes Common Stock 2011-04-11 4 P 0 43500 5.9350 A 2798949 I See Footnotes Common Stock 2011-04-11 4 P 0 178600 6.0000 A 2977549 I See Footnotes Common Stock 2011-04-11 4 P 0 19900 5.9508 A 2997449 I See Footnotes Common Stock 2011-04-12 4 P 0 40000 6.0000 A 3037449 I See Footnotes Common Stock 2011-04-12 4 P 0 101400 6.0006 A 3138849 I See Footnotes Represents 2,819 shares of common stock ("Common Stock"), no par value, of Hot Topic, Inc. (the "Issuer") granted to Steven R. Becker ("Mr. Becker") as restricted stock under the Issuer's 2006 Equity Incentive Plan. Pursuant to the Restricted Stock Bonus Agreement under which this grant was made, such shares are subject to forfeiture to the Issuer under certain circumstances, which forfeiture right will lapse on June 8, 2011, or the date of the next annual shareholders meeting of the Issuer, whichever comes first. Represents shares of Common Stock directly beneficially owned by BD Partners I, L.P. ("BD Partners I") (currently 1,223,099 shares), Becker Drapkin Partners (QP), L.P. ("Becker Drapkin QP") (currently 811,657 shares), Becker Drapkin Partners, L.P. ("Becker Drapkin, L.P.") (currently 103,293 shares), and shares directly held in a managed account (the "Managed Account") (currently 1,000,800 shares). (continued in Footnote 3) Mr. Becker may be deemed to beneficially own these shares as he is a co-managing member of BC Advisors, LLC which is the general partner of BD Management, L.P. ("BD Management") (of which Mr. Becker is a limited partner), and BD Management is the general partner of, and investment manager for, each of BD Partners I, Becker Drapkin QP and Becker Drapkin, L.P. and is the investment manager for the Managed Account. BD Management is the sole beneficial owner of the shares held in the Managed Account. Mr. Becker disclaims beneficial ownership in all such shares of Common Stock except to the extent of his pecuniary interest therein. /s/ Andrew S. McLelland, attorney-in-fact 2011-04-12