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*
Becker Steven R

(Last) (First) (Middle)
300 CRESCENT COURT
SUITE 1111

(Street)
DALLAS TX 75201

(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)
10/01/2010
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 2,385,949 I See Footnote(1)(2)
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
Non-Qualified Stock Option (Right to Buy) $6.05 10/01/2010 A 10,000 10/01/2011(3) 10/01/2020 Common Stock 10,000 $0 10,000 D
Explanation of Responses:
1. Represents shares of common stock ("Common Stock"), no par value, of Hot Topic, Inc. directly beneficially owned by BD Partners I, L.P. ("BD Partners I") (827,953 shares), Becker Drapkin Partners (QP), L.P. ("Becker Drapkin QP") (701,852 shares), Becker Drapkin Partners, L.P. ("Becker Drapkin, L.P.") (86,744 shares), and a managed account (the "Managed Account") (769,400 shares). (continued in Footnote 2)
2. Steven R. Becker ("Mr. Becker") may be deemed to beneficially own these shares as he is a co-managing member of BC Advisors, LLC which is the general partner of BD Management, L.P. ("BD Management") (of which Mr. Becker is a limited partner), and BD Management is the general partner of, and investment manager for, each of BD Partners I, Becker Drapkin QP and Becker Drapkin, L.P. and provides investment advisory services for the Managed Account. Mr. Becker disclaims beneficial ownership in such shares of Common Stock except to the extent of his pecuniary interest therein.
3. 25% of the shares subject to the Stock Option vest and become exercisable on October 1, 2011. The remaining shares vest and become exercisable thereafter in equal quarterly installments over three years.
Remarks:
/s/ Richard J. Birns, attorney-in-fact 10/05/2010
** 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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