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^*

CLARKE JANET M

(Last)

(First)

(Middle)

C/O GATEWAY, INC.

7565 IRVINE CENTER DRIVE

(Street)

IRVINE

92618

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GATEWAY INC [ GTW ]

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)
10/15/2007

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⁽¹⁾	10/15/2007		U		36,559⁽²⁾	D	$1.9	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)
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)
Stock Option (Right to Buy)⁽¹⁾	$1.74	10/16/2007		D			24,000	⁽³⁾	05/17/2016	Common Stock	24,000	$0.16	0	D
Stock Option (Right to Buy)⁽¹⁾	$1.73	10/16/2007		D			24,000	⁽³⁾	05/17/2017	Common Stock	24,000	$0.17	0	D

Explanation of Responses:

1. This Form 4 is being filed to report transactions that occurred in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of August 27, 2007 (the "Merger Agreement"), by and among Acer Inc. ("Acer"), Galaxy Acquisition Corp. ("Acquisition Sub") and the Issuer, including (i) the offer by Acquisition Sub to purchase for $1.90 per share, net to the seller, in cash all of the outstanding shares of Common Stock pursuant to the Tender Offer Statement on Schedule TO filed by Acquisition Sub with the Securities and Exchange Commission on September 4, 2007, as amended (the "Tender Offer"), and (ii) the merger of Acquisition Sub into the Issuer, with the Issuer surviving (the "Merger"), which became effective on October 16, 2007.

2. The reporting person tendered these shares in connection with the Tender Offer. Such shares were purchased by Acquisition Sub pursuant to the Tender Offer on October 15, 2007.

3. Employee Stock Option was cancelled at the effective time of the Merger pursuant to the Merger Agreement and the holder became entitled to receive an amount per share in cash equal to the excess, if any, of the $1.90 per share merger consideration over the exercise price. The price of the derivative security represents this excess amount, if any.

Remarks:

	/s/ Janet M. Clarke	10/17/2007
	** 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.
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