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*
DiBattiste Carol A

(Last) (First) (Middle)
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
Officer (give title below) X Other (specify below)
Former General Counsel, CAO
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2013
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 03/01/2013 M 26,042 A $0 44,074 D
Common Stock 03/01/2013 F 8,604(1) D $15.84 35,470 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
Restricted Stock Unit (2) 03/01/2013(3) M 26,042(3) 04/29/2012(4) 04/29/2014(4) Common Stock 26,042 $0 26,041 D
Restricted Stock Unit (2) 03/01/2013 J 26,041(5) 04/29/2012(4) 04/29/2014(4) Common Stock 26,041 $0 0 D
Explanation of Responses:
1. Shares represent the tax liability for the release of the vested portion of the restricted stock award.
2. Each Restricted Stock Unit represents a contingent right to receive one share of Issuer's common stock.
3. The shares subject to vesting on the two year anniversary of the award date were accelerated to vest on Ms. DiBattiste's termination date of March 1, 2013.
4. Restricted Stock Units were granted pursuant to S-8 Registration Statement dated April 29, 2011. The shares were subject to time based vesting, vesting ratably over three years following the date of award subject to the grantee continuing to serve as a service provider to the Registrant on each such date. The Date Exercisable represents the first vest date and the Expiration Date represents the last vest date of the original award.
5. Remaining Restricted Stock Units were cancelled due to Ms. DiBattiste's termination.
Remarks:
/s/ Carol A. DiBattiste 03/08/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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