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 |
|
|||||||||||||||
|
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
ALLOY INC [ ALOY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 04/16/2010 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | 402,061 | I | See Footnotes(1)(2)(3)(4) |
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 |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
Explanation of Responses: |
1. Represents shares of common stock ("Common Stock") of Alloy, Inc. (the "Issuer") directly beneficially owned by Global Undervalued Securities Master Fund, L.P. ("Global Master"). |
2. Pursuant to a Group Termination Agreement dated April 16, 2010, Kleinheinz Capital Partners, Inc. ("Kleinheinz"), Kleinheinz Capital Partners LDC ("LDC"), Global Undervalued Securities Fund, L.P. ("Global, L.P."), Global Undervalued Securities Fund (QP), L.P. ("Global QP"), Global Undervalued Securities Fund, Ltd. ("Global Ltd."), Global Master and John B. Kleinheinz ("Mr. Kleinheinz", and collectively with Kleinheinz, LDC, Global, L.P., Global QP, Global Ltd. and Global Master, the "Reporting Persons") terminated their "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") with (see Footnote 3) |
3. (cont. Footnote 2) BD Media Investors LP, SRB Greenway Opportunity Fund, (QP), L.P., SRB Greenway Opportunity Fund, L.P., SRB Management, L.P., BC Advisors, LLC, Steven R. Becker and Matthew A. Drapkin (the "Greenway Parties") and terminated the Joint Filing Agreement entered into on December 17, 2009 by and between the Reporting Persons and the Greenway Parties. After giving effect to such termination, the Reporting Persons are no longer subject to Section 16 of the Exchange Act. |
4. Kleinheinz, as the investment manager of Global, L.P., Global QP, Global Ltd. and Global Master; LDC, as the general partner of Global, L.P. and Global QP; Global, L.P., as a general partner of Global Master; Global QP, as a general partner of Global Master; Global Ltd., as a general partner of Global Master; and Mr. Kleinheinz as the sole director and President of Kleinheinz and a director of LDC, may in each case be deemed to be beneficial owners of the securities reported herein for purposes of Rule 16a-1(a) of the Exchange Act. Kleinheinz, LDC, Global, L.P., Global QP, Global Ltd. and Mr. Kleinheinz disclaim any beneficial ownership of any Common Stock listed herein, except to the extent of any pecuniary interest therein. |
Remarks: |
See Exhibit 99.1 | 04/19/2010 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |