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* KIM SUSAN Y (Last) (First) (Middle) 931 SOUTH MATLACK STREET (Street) WEST CHESTER PA 19382 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ELECTRONICS BOUTIQUE HOLDINGS CORP [ ELBO ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) X Other (specify below) See Remarks
	3. Date of Earliest Transaction (Month/Day/Year) 10/08/2005
	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	10/08/2005		D		11,569,100(1)	D	(1)	0	I	See Footnote(1)
Common Stock	10/08/2005		D		13	D	(2)	0	D
Common Stock	10/08/2005		D		13	D	(2)	0	I	As Trustee

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
Stock Option (Right to Buy)	$22.44	10/08/2005		D			1,666	(3)(4)	06/25/2014	Common Stock	1,666	$41.06	0	D
Stock Option (Right to Buy)	$26.66	10/08/2005		D			3,333	(5)	06/28/2014	Common Stock	3,333	$36.84	0	D

Explanation of Responses:

1. The reported shares were disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 17, 2005, among GameStop Corp., GameStop, Inc., GSC Holdings Corp. ("GSC Holdings"), Cowboy Subsidiary LLC, Eagle Subsidiary LLC and the Issuer, in exchange for $38.15 in cash and .78795 of a share of GSC Holdings Class A Common Stock for each share of the Issuer's common stock. The reported shares may have been deemed to be indirectly owned by the reporting person through EB Nevada Inc., which is wholly owned by The Electronics Boutique, Inc., which is jointly owned by members of the reporting person's family and certain family trusts. The reporting person states that this filing shall not be deemed an admission that such person is for purposes of Section 16 of the Act or otherwise, the beneficial owner of the equity securities covered by this statement.

2. The reported shares were disposed of pursuant to the Merger Agreement in exchange for $38.15 in cash and .78795 of a share of GSC Holdings Class A Common Stock for each share of the Issuer's common stock. The reported shares may have been deemed directly owned by the Susan Y. Kim Trust of 12/31/87 and indirectly owned by the reporting person as settler, trustee and beneficiary. The reporting person states that this filing shall not be deemed an admission that such person is for purposes of Section 16 of the Act or otherwise, the beneficial owner of the equity securities secured by this statement.

3. This option, which provides for vesting in three equal annual installments beginning on June 25, 2004, was cancelled in the merger of the Issuer with Eagle Subsidiary LLC pursuant to the terms of the Merger Agreement, in exchange for a cash payment of $68,406, representing the difference between the cash value of a share of the Issuer's common stock as of the effective date of the merger under the Merger Agreement ($63.50 per share) and the exercise price for the option, multiplied by the number of shares for which such option is exercisable held by the reporting person.

4. Pursuant to the Merger Agreement, the cash value of a share of the Issuer's common stock as of the effective date of the merger was calculated as follows: the cash value of a share of the Issuer's common stock equals the sum of (a) $38.15 and (b) (i) 0.78795 multiplied by (ii) $32.17, representing the average of the closing prices for GameStop Corp's Class A common stock for the ten trading day period ending on October 6, 2005.

5. This option, which provides for vesting in three equal annual installments beginning on June 28, 2005, was cancelled in the merger of the Issuer with Eagle Subsidiary LLC pursuant to the terms of the Merger Agreement, in exchange for a cash payment of $122,788, representing the difference between the cash value of a share of the Issuer's common stock as of the effective date of the merger under the Merger Agreement ($63.50 per share) and the exercise price for the option, multiplied by the number of shares for which such option is exercisable held by the reporting person.

Remarks:

The reporting person may be deemed to be a member of a group that owned in excess of 10% of the outstanding stock of the Issuer. Such group consists of (i) the reporting person, as settler, trustee and beneficiary of the Susan Y. Kim Trust of 12/31/87, (ii) John T. Kim, as settler, trustee and beneficiary of the John T. Kim Trust of 12/31/87, (iii) David D. Kim, as settler, trustee and beneficiary of the David D. Kim Trust of 12/31/ 87, (iv) Agnes C. Kim, the wife of James J. Kim, (v) James J. Kim, the husband of Agnes C. Kim, (vi) EB Nevada Inc., and (vii) The Electronics Boutique Inc. The reporting person, John T. Kim and David D. Kim are the children of Agnes C. Kim and James J. Kim. The reporting person disclaims beneficial ownership of any securities of the Issuer that were held by the other members of this group, and this statement shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), or for any other reason.

	Susan Y. Kim	10/11/2005
	** Signature of Reporting Person	Date
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* 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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