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^*

HEDRICK W SCOTT

(Last)

(First)

(Middle)

18305 E. SAN JOSE AVE.

(Street)

CITY OF INDUSTRY

91748

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HOT TOPIC INC /CA/ [ HOTT ]

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)
06/12/2013

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⁽¹⁾	06/12/2013		D⁽²⁾		38,793	D	$14	0	D
Common Stock⁽¹⁾	06/12/2013		D⁽²⁾		10,000	D	$14	0	I	by Trust⁽³⁾

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 (right to buy)⁽¹⁾	$4.88	06/12/2013		D⁽⁴⁾			31,669	06/08/2011⁽⁵⁾	06/08/2020	Common Stock	31,669	$9.12	0	D
Non-Qualified Stock Option (right to buy)⁽¹⁾	$6.02	06/12/2013		D⁽⁴⁾			20,434	06/10/2009⁽⁵⁾	06/10/2018	Common Stock	20,434	$7.98	2,500	D
Non-Qualified Stock Option (right to buy)⁽¹⁾	$6.02	06/12/2013		D⁽⁴⁾			2,500	06/10/2009⁽⁵⁾	06/10/2018	Common Stock	2,500	$7.98	0	D
Non-Qualified Stock Option (right to buy)⁽¹⁾	$7.09	06/12/2013		D⁽⁴⁾			22,672	06/07/2012⁽⁵⁾	06/07/2021	Common Stock	22,672	$6.91	0	D
Non-Qualified Stock Option (right to buy)⁽¹⁾	$7.54	06/12/2013		D⁽⁴⁾			16,122	06/09/2010⁽⁵⁾	06/09/2019	Common Stock	16,122	$6.46	0	D
Non-Qualified Stock Option (right to buy)⁽¹⁾	$9.52	06/12/2013		D⁽⁴⁾			16,350	06/05/2013⁽⁵⁾	06/05/2020	Common Stock	16,350	$4.48	0	D
Non-Qualified Stock Option (right to buy)⁽¹⁾	$11.21	06/12/2013		D⁽⁴⁾			8,696	06/14/2008⁽⁵⁾	06/14/2017	Common Stock	8,696	$2.79	2,500	D
Non-Qualified Stock Option (right to buy)⁽¹⁾	$11.21	06/12/2013		D⁽⁴⁾			2,500	06/14/2008⁽⁵⁾	06/14/2017	Common Stock	2,500	$2.79	0	D
Non-Qualified Stock Option (right to buy)⁽¹⁾	$13.09	06/12/2013		D⁽⁴⁾			10,231	06/13/2007⁽⁵⁾	06/13/2016	Common Stock	10,231	$0.91	0	D
Non-Qualified Stock Option (right to buy)⁽¹⁾	$20.04	06/12/2013		D⁽⁶⁾			7,500	06/17/2005⁽⁵⁾	06/17/2014	Common Stock	7,500	$0	0	D
Non-Qualified Stock Option (right to buy)⁽¹⁾	$20.67	06/12/2013		D⁽⁶⁾			7,500	06/15/2006⁽⁵⁾	06/14/2015	Common Stock	7,500	$0	0	D

Explanation of Responses:

1. On March 6, 2013, Hot Topic, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with HT Merger Sub Inc., a California corporation ("Merger Sub") and a wholly owned subsidiary of 212F Holdings LLC, a Delaware limited liability company ("Parent"). On June 12, 2013, pursuant to the Merger Agreement, Merger Sub merged with and into the Company, and the Company continued as the surviving corporation and as a wholly owned subsidiary of Parent (the "Merger"). In connection with the consummation of the Merger, to the extent not previously vested, all outstanding stock and options under the Company's equity incentive plans became vested.

2. Pursuant to the Merger Agreement, all shares of Company common stock were cancelled and exchanged for merger consideration of $14.00 per share in the Merger.

3. The reporting person is Trustee of the Hedrick Children's Irrevocable Trust DTD 12-26-92. The filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

4. Pursuant to the Merger Agreement, each option to acquire shares of Company's common stock vested and was cancelled at the effective time of the Merger in exchange for the right to receive a cash amount equal to the number of shares underlying the option multiplied by the difference between the per share merger consideration of $14.00 and the per share exercise price of this option.

5. The option vests 25% one year after the date of grant and 6.25% at the end of each quarter thereafter.

6. Pursuant to the Merger Agreement, each option to acquire shares of Company's common stock vested and was cancelled at the effective time of the Merger in exchange for the right to receive a cash amount equal to the number of shares underlying the option multiplied by the excess (if any) of the per share merger consideration of $14.00 over the per share exercise price of this option.

	By: George Wehlitz, Attorney in Fact For: W. Scott Hedrick	06/14/2013
	** Signature of Reporting Person	Date
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