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^*

RUBIN MICHAEL

(Last)

(First)

(Middle)

GSI COMMERCE, INC.

935 FIRST AVENUE

(Street)

KING OF PRUSSIA

19406

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GSI COMMERCE INC [ GSIC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2011

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⁾	05/19/2011		G⁽²⁾		545,044	D	$0.00	1,454,956	I	By grantor retained annuity trust
Common Stock	05/19/2011		G⁽²⁾		545,044	A	$0.00	2,916,936⁽³⁾	D
Common Stock⁽⁴⁾	06/17/2011		D		1,454,956	D	$29.25	0	I	By grantor retained annuity trust
Common Stock⁽⁴⁾	06/17/2011		D		2,836,794⁽⁴⁾	D	$29.25	80,142	D
Common Stock (Restricted Stock Units)⁽⁵⁾	06/17/2011		D		80,142⁽⁵⁾	D	$29.25⁽⁵⁾	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⁽⁶⁾	$10	06/17/2011		D			225,000	⁽⁶⁾	11/06/2013	Common Stock	225,000	$19.25⁽⁶⁾	0	D
Stock Option⁽⁷⁾	$13.46	06/17/2011		D			125,000	⁽⁷⁾	04/06/2015	Common Stock	125,000	$15.79⁽⁷⁾	0	D
Performance Unit⁽⁵⁾	$0.00	06/17/2011		D			169,852	⁽⁸⁾	⁽⁸⁾	Common Stock	169,852	$29.25	0	D

Explanation of Responses:

1. The filing of this Statement shall not be construed as an admission (a) that the person filing this Statement is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any equity securities covered by this Statement, or (b) that this Statement is legally required to be filed by such person.

2. On May 19, 2011, a grantor retained annuity trust for the benefit of the reporting person and his daughter distributed 545,044 shares of issuer stock to the reporting person.

3. Includes 500 shares which were previously not included in column 5 due to an administrative error.

4. Pursuant to the terms of the Agreement and Plan of Merger, dated as of March 27, 2011 (the "Agreement"), by and among eBay Inc. ("eBay"), Gibraltar Acquisition Corp., and the Issuer, on the effective date of the merger contemplated by the Agreement (the "Merger") each of these shares of common stock was automatically converted into the right to receive $29.25 (without interest).

5. Pursuant to the terms of the Agreement, on the effective date of the Merger this Restricted Stock Unit award was canceled in exchange for a cash payment of $29.25 (without interest) per underlying share of common stock.

6. Pursuant to the terms of the Agreement, on the effective date of the Merger this option was canceled in exchange for a cash payment of $4,331,250, representing the excess of $29.25 (without interest) per underlying share of common stock over the $10.00 per share exercise price of the option, multiplied by the number of shares of common stock underlying such option.

7. Pursuant to the terms of the Agreement, on the effective date of the Merger this option was canceled in exchange for a cash payment of $1,973,750, representing the excess of $29.25 (without interest) per underlying share of common stock over the $13.46 per share exercise price of the option, multiplied by the number of shares of common stock underlying such option.

8. Pursuant to the terms of the Agreement, on the effective date of the Merger this Performance Restricted Stock Unit award was canceled in exchange for a cash payment of $29.25 (without interest) per underlying share of common stock.

Remarks:

	/s/ Michael G. Rubin	06/21/2011
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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