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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* OConnell Matthew M (Last) (First) (Middle) 2325 DULLES CORNER BLVD. (Street) HERNDON VA 20171 (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) X Director 10% Owner X Officer (give title below) Other (specify below) President & CEO
	3. Date of Earliest Transaction (Month/Day/Year) 01/31/2013
	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	01/31/2013		D		219,127	D	(1)	0	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
Employee Stock Option (Right to Buy)	$6.5	01/31/2013		D			45,307	(2)	09/23/2014	Common Stock	45,307	(2)	0	D
Employee Stock Option (Right to Buy)	$18	01/31/2013		D			44,379	(3)	04/12/2015	Common Stock	44,379	(3)	0	D
Employee Stock Option (Right to Buy)	$24.5	01/31/2013		D			24,135	(4)	08/26/2016	Common Stock	24,135	(4)	0	D
Employee Stock Option (Right to Buy)	$19.52	01/31/2013		D			20,126	(5)	03/11/2017	Common Stock	20,126	(5)	0	D
Employee Stock Option (Right to Buy)	$25.04	01/31/2013		D			34,856	(6)	03/09/2011	Common Stock	34,856	(6)	0	D
Employee Stock Option (Right to Buy)	$41.3	01/31/2013		D			45,665	(7)	03/08/2019	Common Stock	45,665	(7)	0	D
Employee Stock Option (Right to Buy)	$22.48	01/31/2013		D			55,339	(8)	04/18/2020	Common Stock	55,339	(8)	0	D
Restricted Stock Units	$0.00	01/31/2013		D			18,768	(9)	01/31/2013	Common Stock(9)	18,768	(10)	0	D
Performance Stock Units	$0.00	01/31/2013		D			17,092	(11)	01/31/2013	Common Stock(11)	17,092	(10)	0	D

Explanation of Responses:

1. Pursuant to the terms of an Agreement and Plan of Merger, dated as of July 22, 2012, as amended ("Merger"), between DigitalGlobe, Inc. ("DigitalGlobe"), GeoEye, Inc., and the parties named therein, Issuer common stockholders had the right to elect to receive consideration of either: (i) 1.137 shares of DigitalGlobe common stock and $4.10 per share in cash, (ii) 100% of the consideration in cash ($20.27) or (iii) 100% of the consideration in stock (1.425 shares of DigitalGlobe common stock), for each share of Issuer common stock they own, with the amount of cash and stock subject to proration as set forth in the merger agreement. Assumes that the shares of Issuer common stock owned by the Reporting Person were exchanged for 1.425 shares of DigitalGlobe common stock upon consummation of the merger.

2. This option, which is fully vested, was assumed by DigitalGlobe in the Merger and replaced with an option to acquire up to 64,562 shares of DigitalGlobe common stock for $4.56 per share.

3. Represents two options granted on April 12, 2001, both of which are fully vested. Options were assumed by DigitalGlobe in the Merger and replaced with an option to acquire up to 63,239 shares of DigitalGlobe common stock for $12.63 per share.

4. This option, which is fully vested, was assumed by DigitalGlobe in the Merger and replaced with an option to acquire up to 34,392 shares of DigitalGlobe common stock for $17.19 per share.

5. This option, which provided for vesting in four equal annual installments beginning March 12, 2010, and which accelerates in the event of a change-in-control, was assumed by DigitalGlobe in the Merger and replaced with an option to acquire up to 28,679 shares of DigitalGlobe common stock for $13.70 per share.

6. This option, which provided for vesting in four equal annual installments beginning March 9, 2011, and which accelerates in the event of a change-in-control, was assumed by DigitalGlobe in the Merger and replaced with an option to acquire up to 49,669 shares of DigitalGlobe common stock for $17.57 per share.

7. This option, which provided for vesting in four equal annual installments beginning March 8, 2012, and which accelerates in the event of a change-in-control, was assumed by DigitalGlobe in the Merger and replaced with an option to acquire up to 65,072 shares of DigitalGlobe common stock for $28.98 per share.

8. This option, which provided for vesting in four equal annual installments beginning April 18, 2013, and which accelerates in the event of a change-in-control, was assumed by DigitalGlobe in the Merger and replaced with an option to acquire up to 78,858 shares of DigitalGlobe common stock for $15.78 per share.

9. The Restricted Stock Unit ("RSU") was granted under the Issuer's 2010 Omnibus Incentive Plan and will accelerate at change-in-control. The RSU will vest at 143%, based on the achievement of certain financial performance criteria for fiscal years ending December 31, 2011 and 2012. The Reporting Person will acquire 30,514 shares of DigitalGlobe after taking into effect the conversion of the RSU at the mixed consideration rate of 1.137 shares of DigitalGlobe common stock and $4.10 per share in cash.

10. Each RSU and PSU represents the contingent right to receive one share of DigitalGlobe common stock.

11. The Performance Stock Unit ("PSU") was granted under the Issuer's 2010 Omnibus Incentive Plan and will accelrate at change-in-control. The Reporting Person will acquire the right to receive 19,433 shares of DigitalGlobe common stock, after taking into effect the conversion of the PSU at the mixed consideration rate of 1.137 shares of DigitalGlobe common stock and $4.10 per share in cash.

Remarks:

	/s/ Kathleen Guerere, attorney-in-fact	02/04/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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