| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Geeknet, Inc [ LNUX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/24/2010 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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, par value $0.001 per share | 05/24/2010 | P | 19,000 | A | $1.31 | 10,066,110 | D(1) | |||
| Common Stock, par value $0.001 per share | 6,400,000 | D(2) | ||||||||
| Common Stock, par value $0.001 per share | 10,066,110 | I | Held by Marlin Sams Fund, L.P.(2) | |||||||
| Common Stock, par value $0.001 per share | 200,000 | I | Held by the Irrevocable Trust of Michael Solomon FBO Grace Solomon(3) | |||||||
| Common Stock, par value $0.001 per share | 10,066,110 | I | Held by Marlins Sams Fund, L.P.(4) | |||||||
| Common Stock, par value $0.001 per share | 160,000 | D(5) | ||||||||
| Common Stock, par value $0.001 per share | 10,066,110 | I | Held by Marlins Sams Fund, L.P.(5) | |||||||
| Common Stock, par value $0.001 per share | 200,000 | D(6) | ||||||||
| Common Stock, par value $0.001 per share | 10,066,110 | I | Held by Marlins Sams Fund, L.P.(6) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. These shares are owned directly by Marlin Sams Fund, L.P. (the "Fund"). Marlin Sams GenPar, LLC (the "General Partner") is the general partner of the Fund. William M. Sams is a member of the General Partner. Gladwyne Marlin GenPar, LLC ("Gladwyne") is a member of the General Partner. Suzanne Present and Michael B. Solomon are members of Gladwyne. As a result, each of Gladwyne, Ms. Present and Mr. Solomon may be deemed to indirectly own the shares held directly by the Fund. Each of Mr. Sams, Gladwyne, Ms. Present and Mr. Solomon disclaim beneficial ownership of the shares directly owned by the Fund except to the extent such person has a pecuniary interest therein. |
| 2. Represents shares owned directly or indirectly by Mr. Sams. Mr. Sams disclaims beneficial ownership of the shares directly owned by the Fund except to the extent of his pecuniary interest therein. |
| 3. Represents shares owned indirectly by Mr. Sams. Mr. Sams is the co-trustee of the Irrevocable Trust of Michael Solomon FBO Grace Solomon (the "Trust"). Mr. Sams disclaims beneficial ownership of the shares directly owned by the Trust except to the extent of his pecuniary interest therein. |
| 4. Represents shares owned indirectly by Gladwyne. Gladwyne disclaims beneficial ownership of the shares directly owned by the Fund except to the extent of its pecuniary interest therein. |
| 5. Represents shares owned directly or indirectly by Suzanne Present. Ms. Present disclaims beneficial ownership of the shares directly owned by the Fund except to the extent of her pecuniary interest therein. |
| 6. Represents shares owned directly or indirectly by Michael Solomon. Mr. Solomon disclaims beneficial ownership of the shares directly owned by the Fund except to the extent of his pecuniary interest therein. |
| Remarks: |
| The reporting persons may be deemed to be members of a "group" for purposes of the Securities Exchange Act of 1934, as amended, and as such may be deemed to own 10% of the common stock of Geeknet, Inc. The members of the group are Marlin Sams Fund, L.P., Marlin Sams GenPar, LLC, Gladwyne Marlin GenPar, LLC, William M. Sams, Suzanne Present, Michael Solomon, Candice McCurdy, Chad McCurdy and Mary Thomas. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by such reporting person. This report shall not be deemed an admission that the reporting persons are a member of a group or the beneficial owners of any securities not directly owned by such reporting person. |
| /s/ Suzanne Present, a managing member of Gladwyne Marlin GenPar, LLC, on behalf of Marlin Sams Fund, L.P. | 05/26/2010 | |
| /s/ Suzanne Present, a managing member of Gladwyne Marlin GenPar, LLC, on behalf of Marlin Sams GenPar, LLC | 05/26/2010 | |
| /s/ Suzanne Present, a managing member of Gladwyne Marlin GenPar, LLC, on behalf of Gladwyne Marlin GenPar, LLC | 05/26/2010 | |
| /s/ William M. Sams | 05/26/2010 | |
| /s/ Suzanne Present | 05/26/2010 | |
| /s/ Michael Solomon | 05/26/2010 | |
| ** 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. | ||