GSI Commerce (GSIC) 15-12G Securities registration termination

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number000-16611

GSI COMMERCE, INC.

(Exact name of registrant as specified in its charter)

935 First Avenue, King of Prussia, Pennsylvania 19406

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Common Stock, par value $0.01 per share
Preferred Stock Purchase Rights
2.50% Convertible Senior Notes due 2027
(Title of each class of securities covered by this Form)

None

(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provisions(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)	þ
Rule 12g-4(a)(2)	o
Rule 12h-3(b)(1)(i)	þ
Rule 12h-3(b)(1)(ii)	o
Rule 15d-6	o

Approximate number of holders of record as of the certification or notice date: Common Stock, One (1); Preferred Stock Purchase Rights, Zero (0); 2.50% Convertible Notes due 2027, Seventeen (17)

Pursuant to the requirements of the Securities Exchange Act of 1934, GSI Commerce, Inc. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

Date: July 1, 2011	GSI COMMERCE, INC.
	By:	/s/ Scott Rosenberg
		Name:	Scott Rosenberg
		Title:	Chief Financial Officer