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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Greeves Joseph F

(Last)

(First)

(Middle)

2325 DULLES CORNER BLVD.

(Street)

HERNDON

20171

(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)
	Executive VP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2013

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	01/31/2013		D		18,005	D	⁽¹⁾	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)
Employee Stock Option (Right to Buy)	$22.61	01/31/2013		D			5,986	⁽²⁾	06/14/2017	Common Stock	5,986	⁽²⁾	0	D
Employee Stock Option (Right to Buy)	$22.61	01/31/2013		D			25,000	⁽³⁾	06/14/2019	Common Stock	25,000	⁽³⁾	0	D
Employee Stock Option (Right to Buy)	$25.04	01/31/2013		D			23,238	⁽⁴⁾	03/09/2020	Common Stock	23,238	⁽⁴⁾	0	D
Employee Stock Option (Right to Buy)	$41.3	01/31/2013		D			13,656	⁽⁵⁾	03/08/2019	Common Stock	13,656	⁽⁵⁾	0	D
Employee Stock Option (Right to Buy)	$22.48	01/31/2013		D			17,056	⁽⁶⁾	04/18/2020	Common Stock	17,056	⁽⁶⁾	0	D
Restricted Stock Unit	$0.00	01/31/2013		D			5,612	⁽⁷⁾	01/31/2013	Common Stock⁽⁷⁾	5,612	⁽⁸⁾	0	D
Performance Stock Unit	$0.00	01/31/2013		D			5,268	⁽⁹⁾	01/31/2013	Common Stock⁽⁹⁾	5,268	⁽⁸⁾	0	D

Explanation of Responses:

1. Pursuant to the terms of an Agreement and Plan of Merger, dated as of July 22, 2012, as amended ("Merger"), between DigitalGlobe, Inc. ("DigitalGlobe"), GeoEye, Inc., and the parties named therein, Issuer common stockholders had the right to elect to receive consideration of either: (i) 1.137 shares of DigitalGlobe common stock and $4.10 per share in cash, (ii) 100% of the consideration in cash ($20.27) or (iii) 100% of the consideration in stock (1.425 shares of DigitalGlobe common stock), for each share of Issuer common stock they own, with the amount of cash and stock subject to proration as set forth in the merger agreement. Assumes that the shares of Issuer common stock owned by the Reporting Person were exchanged for 1.425 shares of DigitalGlobe common stock upon consummation of the merger.

2. This option, which provided for vesting in four equal annual installments beginning June 15, 2010, and which accelerates at a change-in-control, was assumed by DigitalGlobe in the Merger and replaced with an option to acquire up to 8,530 shares of DigitalGlobe common stock for $15.87 per share.

3. This option, which provided for vesting in four equal annual installments beginning June 15, 2010, and which accelerates at a change-in-control, was assumed by DigitalGlobe in the Merger and replaced with an option to acquire up to 35,625 shares of DigitalGlobe common stock for $15.87 per share.

4. This option, which provided for vesting in four equal annual installments beginning March 9, 2011, and which accelerates at a change-in-control, was assumed by DigitalGlobe in the Merger and replaced with an option to acquire up to 33,114 shares of DigitalGlobe common stock for $17.57 per share.

5. This option, which provided for vesting in four equal annual installments beginning March 8, 2012, and which accelerates at a change-in-control, was assumed by DigitalGlobe in the Merger and replaced with an option to acquire up to 19,459 shares of DigitalGlobe common stock for $28.98 per share.

6. This option, which provided for vesting in four equal annual installments beginning April 18, 2013, and which accelerates at a change-in-control, was assumed by DigitalGlobe in the Merger and replaced with an option to acquire up to 24,304 shares of DigitalGlobe common stock for $15.78 per share.

7. The Restricted Stock Unit ("RSU") was granted under the Issuer's 2010 Omnibus Incentive Plan and will accelerate at change-in-control. The RSU will vest at 143%, based on the achievement of certain financial performance criteria for fiscal years ending December 31, 2011 and 2012. The Reporting Person will acquire the right to receive 59,124 shares of DigitalGlobe common stock, after taking into effect the conversion of the RSU at the mixed consideration rate of 1.137 shares of DigitalGlobe common stock and $4.10 per share in cash.

8. Each RSU and PSU represents the contingent right to receive one share of DigitalGlobe common stock.

9. The Performance Stock Unit ("PSU") was granted under the Issuer's 2010 Omnibus Incentive Plan and will accelerate at change-in-control. The Reporting Person will acquire the right to receive 5,989 shares of DigitalGlobe common stock, after taking into effect the conversion of the PSU at the mixed consideration rate of 1.137 shares of DigitalGlobe common stock and $4.10 per share in cash.

Remarks:

	/s/ Kathleen Guerere, attorney-in-fact	02/04/2013
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.