SEC FORM 4

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^*

Brender Mark

(Last)

(First)

(Middle)

21700 ATLANTIC BOULEVARD

(Street)

DULLES

20166

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GeoEye, Inc. [ GEOY ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Corporate Communications

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2009

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock	03/12/2009		A		291⁽¹⁾	A	$0.00	5,401	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	$0.00	03/12/2009		A		1,394⁽²⁾		03/15/2012	03/15/2012	Common Stock	1,394	$0.00	5,865	D
Stock Option	$19.52	03/12/2009		A		2,754⁽³⁾		03/12/2010	03/12/2017⁽⁴⁾	Common Stock	2,754	$0.00	19,239	D

Explanation of Responses:

1. Mr. Brender was granted 291 shares of restricted stock as the stock portion of his 2009 annual compensation. These shares will vest entirely on March 12, 2010

2. Mr. Brender was granted 1,394 restricted stock units under the Company's Long Term Incentive Plan ("LTIP") which will vest, if at all, based on the financial performance of the Company and will be converted into shares of common stock, on March 15, 2012.

3. Mr. Brender was granted 2,754 options to purchase common stock under Company's Long Term Incentive Plan (LTIP"), which will vest 25% each March 12 of 2010, 2011, 2012 and 2013.

4. The option is exercisable as long as the employee is in service with the Company. Absent any separate severance agreement, once service terminates, the option will be exercisable for the following periods after such termination: three (3) months in the case of voluntary termination, six (6) months following an involuntary termination, or twelve (12) months in the case of death, Disability, retirement or voluntary or involuntary termination after a Change of Control.

Remarks:

	/s/ William L. Warren as Attorney-in-Fact for Mark Brender	03/16/2009
	** 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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