SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Balthazor Steven R.

(Last)

(First)

(Middle)

21700 ATLANTIC BLVD

(Street)

DULLES

20166

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Finance & Planning

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2008

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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	01/09/2009		P4	40⁽¹⁾	A	$15.38	40	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)	4. Transaction Code (Instr. 8)	(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	$15.61	12/22/2008		4A	2,500⁽²⁾		12/22/2009⁽³⁾	12/21/2018	Common Stock	2,500	$0.00	6,500	D
Stock Option	$24.5	12/24/2008		4A	2,230⁽⁴⁾		08/26/2009⁽³⁾	08/25/2016	Common Stock	2,230	$0.00	8,730⁽⁵⁾	D
Restricted Stock Unit	$24.5	12/24/2008		4A	745⁽⁶⁾		03/15/2011	03/15/2011	Common Stock	745	$0.00	745	D

Explanation of Responses:

1. Mr. Balthazor purchased 40 shares through the Company's 2008 Employee Stock Purchase Plan.

2. Mr. Balthazor was granted 2,500 options in recognition of extraordinary service.

3. The option is exercisable as long as the employee is in service with the Company. Absent any seperate severance agreement, once service terminates, the option will be exercisable for the following periods after such termination: three (3) months in the case of voluntary termination, six (6) months following an involuntary termination, or twelve (12) months in the case of death, Disability, retirement or voluntary or involuntary termination after a Change of Control.

4. Mr. Balthazor was granted 2,230 options under the Company's Long Term Incentive Plan ("LTIP"). All LTIP options have a seven-year term. The options vest 25% each August 26 of 2009, 2010, 2011 and 2012.

5. Mr. Balthazor become a Section 16 filing officer in May 2008. His total holdings include options granted prior to his becoming an officer.

6. Mr. Balthazor was granted 745 restricted stock units under the Company's Long Term Incentive Plan, which will vest, based on the financial performance of the Company and will be converted into shares of common stock on March 15, 2011.

Remarks:

	/s/ Steven R. Balthazor	02/17/2009
	** 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).
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