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^*

JANA PARTNERS LLC

(Last)

(First)

(Middle)

200 PARK AVENUE, SUITE 3300

(Street)

NEW YORK

10166

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CNET NETWORKS INC [ CNET ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/11/2008

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 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⁾	01/11/2008		P		1,000,000	A	$8.74	17,877,125	D
Common Stock⁽¹⁾	01/11/2008		P		613,962	A	$8.85	18,491,087	D
Common Stock⁽¹⁾	01/11/2008		P		30,102	A	$9	18,521,189	D
Common Stock⁽¹⁾	01/11/2008		O/K⁽²⁾		523,148	D	$8.71	17,998,041	D
Common Stock⁽¹⁾	01/11/2008		O/K⁽²⁾		523,148	A	$8.9	18,521,189	D
Common Stock⁽¹⁾	01/11/2008		O/K⁽³⁾		476,852	D	$8.71	18,044,337	D
Common Stock⁽¹⁾	01/11/2008		O/K⁽³⁾		476,852	A	$8.9	18,521,189	D
Common Stock⁽¹⁾	01/14/2008		P		673,148	A	$8.98	19,194,337	D
Common Stock⁽¹⁾	01/14/2008		X/K⁽⁴⁾		223,148	D	$8.94	18,971,189	D
Common Stock⁽¹⁾	01/14/2008		X/K⁽⁴⁾		223,148	A	$8.9	19,194,337	D
Common Stock⁽¹⁾	01/14/2008		X/K⁽⁵⁾		450,000	D	$8.94	18,744,337	D
Common Stock⁽¹⁾	01/14/2008		X/K⁽⁵⁾		450,000	A	$8.9	19,194,337	D
Common Stock⁽¹⁾	01/15/2008		X⁽⁶⁾		2,583,979	D	$7.74	16,610,358	D
Common Stock⁽¹⁾	01/15/2008		X⁽⁷⁾		14,866	D	$7.74	16,595,492	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)
Equity Swap (Obligation to buy)	$8.9	01/11/2008		O/K⁽²⁾			523,148	11/30/2007	12/30/2008	Common Stock	523,148	⁽²⁾	0	D
Equity Swap (Obligation to buy)	$8.9	01/11/2008		O/K⁽³⁾			476,852	12/07/2007	01/12/2009	Common Stock	476,852	⁽³⁾	223,148	D
Equity Swap (Obligation to buy)	$8.9	01/14/2008		X/K⁽⁴⁾			223,148	12/07/2007	01/12/2009	Common Stock	223,148	⁽⁴⁾	0	D
Equity Swap (Obligation to buy)	$8.9	01/14/2008		X/K⁽⁵⁾			450,000	12/10/2007	01/13/2009	Common Stock	450,000	⁽⁵⁾	0	D
Contract (Obligation to sell)	$7.74	01/15/2008		X⁽⁶⁾			2,583,979	12/23/2007	01/30/2008	Common Stock	2,583,979	⁽⁶⁾	0	D
Contract (Obligation to sell)	$7.74	01/15/2008		X⁽⁷⁾			14,866	12/23/2007	01/30/2008	Common Stock	14,866	⁽⁷⁾	114,333	D

Explanation of Responses:

1. The Reporting Person disclaims beneficial ownership of any and all such securities in excess of its actual pecuniary interest.

2. On January 11, 2008, an equity swap agreement entered into by and between the Reporting Person and a securities broker on November 30, 2007 was settled by a payment by the Reporting Person to the broker of the difference between the base price of $8.90 and the settlement price of $8.71 for each share underlying the swap. The termination of the equity swap is deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder.

3. On January 11, 2008, an equity swap agreement entered into by and between the Reporting Person and a securities broker on December 7, 2007 was settled by a payment by the Reporting Person to the broker of the difference between the base price of $8.90 and the settlement price of $8.71 for each share underlying the swap. The termination of the equity swap is deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder.

4. On January 14, 2008, an equity swap agreement entered into by and between the Reporting Person and a securities broker on December 7, 2007 was settled by a payment by the broker to the Reporting Person of the difference between the base price of $8.90 and the settlement price of $8.94 for each share underlying the swap. The termination of the equity swap is deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder.

5. On January 14, 2008, an equity swap agreement entered into by and between the Reporting Person and a securities broker on December 10, 2007 was settled by a payment by the broker to the Reporting Person of the difference between the base price of $8.90 and the settlement price of $8.94 for each share underlying the swap. The termination of the equity swap is deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder.

6. This is the exercise by CT-100 Holdings, LLC, a Delaware limited liability company ("CT-100") of its contract obligation to buy $20,000,000 (or 2,583,979 shares) of stock of CNET from the Reporting Person. Spark Management Partners, L.L.C., a Delaware limited liability company, is the general partner of Spark Capital, L.P., which is the managing member of CT-100. The close-out of this derivative is deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder.

7. This is the partial exercise by Paul Gardi, through Alex Interactive Media, LLC, of his obligation to buy $1,000,000 (or 129,199 shares) of stock of CNET from the Reporting Person which he holds through an investment in CT-100. The exercise of this derivative is deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder.

	/s/ JANA Partners LLC by Charles Penner, General Counsel	01/15/2008
	** 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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