Geeknet (GKNT) Form 4 Geeknet / Julie Anne Pangelinan ownership change

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^*

Pangelinan Julie Anne

(Last) (First) (Middle)

C/O GEEKNET, INC.

11216 WAPLES MILL ROAD, SUITE 100

(Street)

FAIRFAX VA 22030

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Geeknet, Inc [ GKNT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/17/2015

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/17/2015		M		7,994	A	$16.68(1)	10,259	D
Common Stock	07/17/2015		M		3,198	A	$0	13,457	D
Common Stock	07/17/2015		M		2,000	A	$0	15,457	D
Common Stock	07/17/2015		D(2)		15,457	D	(3)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (right to buy)	$16.68(1)	07/17/2015		M			7,994	08/30/2014	08/30/2023	Common Stock	7,994	$16.68	0	D
Restricted Stock Units	(4)	07/17/2015		M			3,198	08/30/2014	(5)	Common Stock	3,198	$0	0	D
Restricted Stock Units	(4)	07/17/2015		M			2,000	06/30/2015	(5)	Common Stock	2,000	$0	0	D

Explanation of Responses:

1. Outstanding stock options were cancelled upon the consummation of the Merger on July 17, 2015, and, in exchange, each holder thereof received an amount in cash equal to the Merger Consideration minus the exercise price per share of such option ($20 - $16.68), multiplied by the number of shares of common stock (7,994) issuable upon the exercise of such option as of immediately prior to the consummation of the Merger.

2. Disposition pursuant to the merger (the "Merger") of Gadget Acquisition, Inc. into Geeknet, Inc. pursuant to the Agreement and Plan of Merger, dated as of June 1, 2015, by and among Geeknet, Inc., GameStop Corp. and Gadget Acquisition Inc., with the Merger being a transaction exempt under Rule 16b-3. In the Merger, each share of Geeknet, Inc. common stock was converted into the right to receive $20.00 in cash (the "Merger Consideration").

3. Merger Consideration.

4. Each Restricted Stock Unit represents a right to receive one share of Issuer's common stock.

5. There is no expiration date associated with this restricted stock unit grant.

Remarks:

	/s/ Julie Pangelinan	07/17/2015
	** Signature of Reporting Person	Date
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