UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5 )*
c/o GSI Commerce, Inc.
935 First Avenue
King of Prussia, PA 19406
Receive Notices and Communications)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.o
Note:Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. | 3623 8G 102 |
1 | NAMES OF REPORTING PERSONS Michael G. Rubin | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
PF and OO, See Items 3 and 4 | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o Not applicable | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
United States | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 5,383,164. See Items 5 and 6. | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0. See Items 5 and 6. | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 5,383,164. See Items 5 and 6. | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0. See Items 5 and 6. | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
5,383,164. See Items 5 and 6. | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o Not applicable. See Items 5 and 6. | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
8.6 % See Items 5 and 6. | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
IN |
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CUSIP No. | 3623 8G 102 |
GSI COMMERCE, INC. f/k/a
GLOBAL SPORTS, INC. f/k/a RYKA INC.
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CUSIP No. | 3623 8G 102 |
Number of | ||||||||||||
Shares or | ||||||||||||
Units of | ||||||||||||
Stock That | ||||||||||||
Have Not | ||||||||||||
Award | Grant | Vested | ||||||||||
Name | Type (1) | Date | (#) | |||||||||
Michael G. Rubin | RSU | 8/23/06 | 14,313 | (2) | ||||||||
RSU | 3/6/07 | 8,876 | (3) | |||||||||
PRSU | 3/4/08 | 30,300 | (4) | |||||||||
RSU | 3/4/08 | 24,761 | (5) | |||||||||
RSU | 8/1/08 | 46,143 | (6) | |||||||||
RSU | 3/10/09 | 45,000 | (7) | |||||||||
PRSU | 3/10/09 | 146,742 | (8) | |||||||||
RSU | 3/31/10 | 24,350 | (9) | |||||||||
PRSU | 3/31/10 | 50,505 | (10) |
(1) | Award Type: | |
PRSU = Performance Restricted Stock Unit | ||
RSU = Restricted Stock Unit |
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CUSIP No. | 3623 8G 102 |
(2) | This restricted stock unit award of 57,252 shares vests as to 25% of the total number of shares subject to the award on each of the first, second, third and fourth annual anniversary of the date of grant. As of April 6, 2010, 42,939 shares have vested and 14,313 shares were unvested. | |
(3) | This restricted stock unit award of 35,507 shares vests as to 25% of the total number of shares subject to the award on each of March 6, 2008, April 5, 2009 and February 4th of 2010 and 2011. As of April 6, 2010, 26,631 shares have vested and 8,876 shares were unvested. | |
(4) | On March 10, 2009, the Compensation Committee determined Mr. Rubin was entitled to receive 60,601 shares under this performance restricted stock unit. The shares vest in the following increments, or earlier upon certain events: 50% on April 3, 2010 and 50% on February 2, 2011. As of April 6, 2010, 30,301 shares have vested and 30,300 shares were unvested. | |
(5) | This restricted stock unit award of 49,523 shares vests as to 25% of the total number of shares subject to the award on each of April 3, 2009, February 2, 2010, April 3, 2011 and February 3, 2012. As of April 6, 2010, 24,762 shares have vested and 24,761 shares were unvested. | |
(6) | This restricted stock unit award of 46,143 shares vests in full on August 1, 2010. | |
(7) | This restricted stock unit award of 45,000 shares vests as to 25% of the total number of shares subject to the award on each of April 20th of 2010, 2011, 2012 and 2013. | |
(8) | On March 2, 2010 the Compensation Committee determined Mr. Rubin was entitled to receive 146,742 shares under this performance restricted stock unit. The shares vest in the following increments, or earlier upon certain events: 50% on April 20, 2011 and 50% on April 20, 2012. | |
(9) | This restricted stock unit award of 24,350 shares vest as to 25% of the total number of shares subject to the award on each of May 10th of 2011, 2012, 2012 and 2014. | |
(10) | This performance restricted stock unit for 50,505 shares (“reported number”) is based on the Company attaining 100% of the performance targets for fiscal year 2010. If the Company exceeds the performance targets, Rubin may receive up to 1.5 times the reported number. If the Company fails to achieve 80% of the performance targets, Rubin will receive no performance units. The shares vest in the following increments, or earlier upon certain events: 50% on January 2, 2012 and 50% on January 2, 2013. |
Date | Number of Shares Sold/Forfeited | Price | ||||||
8/23/07 | 5,655 | (1) | $ | 22.62 | ||||
3/07/08 | 32,682 | $ | 11.90 | |||||
3/07/08 | 2,311 | $ | 12.46 | |||||
8/26/08 | 5,687 | $ | 15.58 | |||||
11/14/08 | 88 | (1) | $ | 8.30 | ||||
4/06/09 | 38,595 | $ | 13.017 | (2) | ||||
8/24/09 | 5,687 | $ | 17.34 | |||||
2/03/10 | 5,239 | $ | 24.0461 | (3) | ||||
2/05/10 | 3,527 | $ | 23.33 | |||||
4/05/10 | 12,128 | $ | 28.3079 |
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CUSIP No. | 3623 8G 102 |
(1) | These shares were forfeited to the Company. | |
(2) | This amount represents the average weighted sales price. The highest price at which shares were sold was $13.34 and the lowest price at which shares were sold was $12.79. | |
(3) | This amount represents the average weighted sales price. The highest price at which shares were sold was $24.23 and the lowest price at which shares were sold was $23.93. |
Date | Number of Shares Sold | Price | ||||||
7/13/09 | 90,604 | $ | 15.00 | |||||
7/14/09 | 19,396 | $ | 15.0297 | (1) | ||||
7/30/09 | 200,000 | $ | 17.9569 | (2) | ||||
7/31/09 | 2,800 | $ | 18.5046 | (3) | ||||
8/03/09 | 26,591 | $ | 18.5122 | (4) | ||||
8/07/09 | 13,013 | $ | 18.5078 | (5) | ||||
9/15/09 | 107,596 | $ | 18.8952 | (6) | ||||
9/16/09 | 100,000 | $ | 19.3767 | (7) | ||||
9/22/09 | 26,478 | $ | 19.75 | |||||
9/23/09 | 6,700 | $ | 19.75 | |||||
10/06/09 | 16,822 | $ | 19.75 | |||||
10/08/09 | 100,000 | $ | 20.125 | (8) | ||||
10/23/09 | 100,000 | $ | 20.6625 | (9) | ||||
10/26/09 | 50,000 | $ | 21.00 | |||||
11/19/09 | 200,000 | $ | 21.6772 | (10) | ||||
11/20/09 | 3,063 | $ | 22.25 | |||||
11/23/09 | 96,937 | $ | 22.379 | (11) | ||||
12/01/09 | 100,000 | $ | 22.875 | (12) | ||||
12/02/09 | 100,000 | $ | 23.375 | (13) | ||||
12/03/09 | 118,293 | $ | 23.933 | (14) | ||||
12/04/09 | 32,707 | $ | 24.2576 | (15) | ||||
12/07/09 | 49,000 | $ | 24.50 | |||||
12/10/09 | 50,000 | $ | 24.751 | (16) | ||||
12/15/09 | 50,000 | $ | 25.00 | |||||
12/18/09 | 50,000 | $ | 25.25 | |||||
12/21/09 | 50,000 | $ | 25.5021 | (17) | ||||
12/24/09 | 50,000 | $ | 25.7503 | (18) | ||||
12/30/09 | 700 | $ | 26.00 | |||||
1/04/10 | 5,502 | $ | 26.00 | |||||
1/05/10 | 43,798 | $ | 26.00 | |||||
2/12/10 | 100,000 | $ | 26.3753 | (19) | ||||
3/05/10 | 50,000 | $ | 26.75 | |||||
3/08/10 | 50,000 | $ | 27.00 | |||||
3/12/10 | 100,000 | $ | 27.3834 | (20) | ||||
3/16/10 | 50,000 | $ | 27.75 | |||||
3/17/10 | 100,000 | $ | 28.125 | (21) | ||||
4/06/10 | 100,000 | $ | 28.625 | (22) |
(1) | This amount represents the average weighted sales price. The highest price at which shares were sold was $15.10 and the lowest price at which shares were sold was $15.00. | |
(2) | This amount represents the average weighted sales price. The highest price at which shares were sold was $18.25 and the lowest price at which shares were sold was $17.50. |
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CUSIP No. | 3623 8G 102 |
(3) | This amount represents the average weighted sales price. The highest price at which shares were sold was $18.54 and the lowest price at which shares were sold was $18.50. | |
(4) | This amount represents the average weighted sales price. The highest price at which shares were sold was $18.55 and the lowest price at which shares were sold was $18.50. | |
(5) | This amount represents the average weighted sales price. The highest price at which shares were sold was $18.55 and the lowest price at which shares were sold was $18.50. | |
(6) | This amount represents the average weighted sales price. The highest price at which shares were sold was $19.04 and the lowest price at which shares were sold was $18.50. | |
(7) | This amount represents the average weighted sales price. The highest price at which shares were sold was $19.50 and the lowest price at which shares were sold was $19.25. | |
(8) | This amount represents the average weighted sales price. The highest price at which shares were sold was $20.25 and the lowest price at which shares were sold was $20.00. | |
(9) | This amount represents the average weighted sales price. The highest price at which shares were sold was $20.82 and the lowest price at which shares were sold was $20.50. | |
(10) | This amount represents the average weighted sales price. The highest price at which shares were sold was $22.00 and the lowest price at which shares were sold was $21.28. | |
(11) | This amount represents the average weighted sales price. The highest price at which shares were sold was $22.50 and the lowest price at which shares were sold was $22.25. | |
(12) | This amount represents the average weighted sales price. The highest price at which shares were sold was $23.00 and the lowest price at which shares were sold was $22.75. | |
(13) | This amount represents the average weighted sales price. The highest price at which shares were sold was $23.50 and the lowest price at which shares were sold was $23.25. | |
(14) | This amount represents the average weighted sales price. The highest price at which shares were sold was $24.25 and the lowest price at which shares were sold was $23.75. | |
(15) | This amount represents the average weighted sales price. The highest price at which shares were sold was $24.50 and the lowest price at which shares were sold was $24.25. | |
(16) | This amount represents the average weighted sales price. The highest price at which shares were sold was $24.82 and the lowest price at which shares were sold was $24.75. | |
(17) | This amount represents the average weighted sales price. The highest price at which shares were sold was $25.58 and the lowest price at which shares were sold was $25.50. | |
(18) | This amount represents the average weighted sales price. The highest price at which shares were sold was $25.76 and the lowest price at which shares were sold was $25.75. | |
(19) | This amount represents the average weighted sales price. The highest price at which shares were sold was $26.50 and the lowest price at which shares were sold was $25.25. | |
(20) | This amount represents the average weighted sales price. The highest price at which shares were sold was $27.61 and the lowest price at which shares were sold was $27.25. | |
(21) | This amount represents the average weighted sales price. The highest price at which shares were sold was $28.25 and the lowest price at which shares were sold was $28.00. | |
(22) | This amount represents the average weighted sales price. The highest price at which shares were sold was $28.75 and the lowest price at which shares were sold was $28.50. |
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CUSIP No. | 3623 8G 102 |
(a) | Beneficial Ownership |
(1) | Includes 1,350,000 shares issuable upon the exercise of options which are currently exercisable (the “Vested Options”) and 11,250 shares which are issuable upon the vesting of outstanding restricted stock units within 60 days of April 6, 2010 (the “Vesting RSUs”). | |
(2) | Based on the sum of (i) 61,582,411 shares of the Company’s Common Stock outstanding as of the close of business on April 6, 2010, (ii) the 1,350,000 shares of the Company’s Common Stock issuable upon exercise of the Vested Options and (iii) the 11,250 shares of the Company’s Common Stock issuable upon the vesting of the Vesting RSUs. |
(b) | Voting and Dispositive Powers |
(c) | Transactions in Securities of the Company |
(d) | Dividends and Proceeds | ||
Not applicable. |
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CUSIP No. | 3623 8G 102 |
(e) | Date Reporting Person Ceased to be Beneficial Owner of More than 5% of the Company’s Stock | ||
Not applicable. |
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CUSIP No. | 3623 8G 102 |
Page 10 of 12
CUSIP No. | 3623 8G 102 |
Exhibit P | Amendment to Voting Agreement, dated as of October 17, 2008 by and among QK Holdings, Inc. and Michael G. Rubin. |
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CUSIP No. | 3623 8G 102 |
/s/ Michael G. Rubin | ||||
Michael G. Rubin | ||||
Page 12 of 12