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^*

Wilson Todd E.

(Last)

(First)

(Middle)

4400 CARILLON POINT

(Street)

KIRKLAND

98033

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HIPCRICKET, INC. [ HIPP ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2013

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)
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)
Common Stock	09/04/2013		A		21,250	A	⁽¹⁾	98,862	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)
Non-Qualified Stock Option	$1	08/29/2013	09/04/2013	D			300,000	⁽²⁾	06/08/2015	Common Stock	300,000	⁽³⁾	85,000	D
Incentive Stock Option	$1.23	08/29/2013	09/04/2013	D			6,000	⁽⁴⁾	08/30/2015	Common Stock	124,141	⁽³⁾	79,000	D
Incentive Stock Option	$1.47	08/29/2013	09/04/2013	D			25,000	⁽⁵⁾	09/07/2015	Common Stock	25,859	⁽³⁾	54,000	D
Incentive Stock Option	$1.48	08/29/2013	09/04/2013	D			6,000	⁽⁶⁾	08/30/2017	Common Stock	6,000	⁽³⁾	48,000	D
Incentive Stock Option	$1.64	08/29/2013	09/04/2013	D			6,000	⁽⁷⁾	11/29/2016	Common Stock	6,000	⁽³⁾	42,000	D
Incentive Stock Option	$2.01	08/29/2013	09/04/2013	D			6,000	⁽⁸⁾	02/28/2017	Common Stock	6,000	⁽³⁾	36,000	D
Incentive Stock Option	$2.09	08/29/2013	09/04/2013	D			6,000	⁽⁹⁾	05/30/2017	Common Stock	6,000	⁽³⁾	30,000	D
Incentive Stock Option	$2.54	08/29/2013	09/04/2013	D			6,000	⁽¹⁰⁾	11/29/2015	Common Stock	6,000	⁽³⁾	24,000	D
Incentive Stock Option	$2.7	08/29/2013	09/04/2013	D			6,000	⁽¹¹⁾	05/30/2016	Common Stock	6,000	⁽³⁾	18,000	D
Incentive Stock Option	$3.12	08/29/2013	09/04/2013	D			6,000	⁽¹²⁾	08/30/2016	Common Stock	6,000	⁽³⁾	12,000	D
Incentive Stock Option	$3.9	08/29/2013	09/04/2013	D			6,000	⁽¹³⁾	02/27/2016	Common Stock	6,000	⁽³⁾	6,000	D
Non-Qualified Stock Option	$0.42	08/29/2013	09/04/2013	A		150,000		⁽¹⁴⁾	06/08/2015	Common Stock	150,000	⁽³⁾	156,000	D
Incentive Stock Option	$0.42	08/29/2013	09/04/2013	A		3,000		⁽¹⁴⁾	08/30/2015	Common Stock	3,000	⁽³⁾	159,000	D
Incentive Stock Option	$0.42	08/29/2013	09/04/2013	A		8,334		⁽¹⁴⁾	09/07/2015	Common Stock	8,334	⁽³⁾	167,334	D
Incentive Stock Option	$0.42	08/29/2013	09/04/2013	A		2,000		⁽¹⁴⁾	08/30/2017	Common Stock	2,000	⁽³⁾	169,334	D
Incentive Stock Option	$0.42	08/29/2013	09/04/2013	A		2,000		⁽¹⁴⁾	11/29/2016	Common Stock	2,000	⁽³⁾	171,334	D
Incentive Stock Option	$0.42	08/29/2013	09/04/2013	A		1,500		⁽¹⁴⁾	02/28/2017	Common Stock	1,500	⁽³⁾	172,834	D
Incentive Stock Option	$0.42	08/29/2013	09/04/2013	A		1,500		⁽¹⁴⁾	05/30/2017	Common Stock	1,500	⁽³⁾	174,334	D
Incentive Stock Option	$0.42	08/29/2013	09/04/2013	A		1,000		⁽¹⁴⁾	11/29/2015	Common Stock	1,000	⁽³⁾	175,334	D
Incentive Stock Option	$0.42	08/29/2013	09/04/2013	A		1,000		⁽¹⁴⁾	05/30/2016	Common Stock	1,000	⁽³⁾	176,334	D
Incentive Stock Option	$0.42	08/29/2013	09/04/2013	A		858		⁽¹⁴⁾	08/30/2016	Common Stock	858	⁽³⁾	177,192	D
Incentive Stock Option	$0.42	08/29/2013	09/04/2013	A		600		⁽¹⁴⁾	02/27/2016	Common Stock	600	⁽³⁾	177,792	D

Explanation of Responses:

1. The shares were granted as quarterly compensation for services performed as a director of the Company.

2. Granted on 06/08/10 pursuant to a Stock Option Agreement dated June 8, 2010 in consideration for the reporting person's services to the issuer, all vested as of date of cancellation.

3. On 08/29/2013, the issuer canceled, pursuant to the issuer's option exchange offer, options granted to the reporting person. In exchange the reporting person received replacement options, having an exercise price of $0.42 per share.

4. Granted on 08/31/10 pursuant to the Company's 2010 Incentive Stock Option Plan (the "Plan") and vest 1/36th per month from original grant date.

5. Granted on 09/07/10 pursuant to the Plan and vest 1/36th per month from original grant date.

6. Granted on 08/31/12 pursuant to the Plan and vest 1/36th per month from original grant date.

7. Granted on 11/30/11 pursuant to the Plan and vest 1/36th per month from original grant date.

8. Granted on 2/29/12 pursuant to the Plan and vest 1/36th per month from original grant date.

9. Granted on 05/31/12 pursuant to the Plan and vest 1/36th per month from original grant date.

10. Granted on 11/30/10 pursuant to the Plan and vest 1/36th per month from original grant date.

11. Granted on 05/31/11 pursuant to the Plan and vest 1/36th per month from original grant date.

12. Granted on 08/31/11 pursuant to the Plan and vest 1/36th per month from original grant date.

13. Granted on 02/28/11 pursuant to the Plan and vest 1/36th per month from original grant date.

14. Replacement options retain vesting schedule of original options per the terms of the option exchange offer.

	/s/ Todd Wilson	09/09/2013
	** Signature of Reporting Person	Date
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