UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.  )

Filed by the Registrant   ¨

Filed by a Party other than the Registrant   x

Check the appropriate box:

o           Preliminary Proxy Statement

¨           Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))

¨           Definitive Proxy Statement

¨           Definitive Additional Materials

x           Soliciting Material Under Rule 14a-12

ALLOY, INC.

(Name of Registrant as Specified in Its Charter)

SRB Management, L.P.

BD Media Investors LP

SRB Greenway Opportunity Fund, (QP), L.P.

SRB Greenway Opportunity Fund, L.P.

BC Advisors, LLC

Steven R. Becker

Matthew A. Drapkin

Kleinheinz Capital Partners, Inc.

Kleinheinz Capital Partners LDC

Global Undervalued Securities Fund, L.P.

Global Undervalued Securities Fund (QP), L.P.

Global Undervalued Securities Fund, Ltd.

Global Undervalued Securities Master Fund, L.P.

John B. Kleinheinz

Brian Edwards

Susan Rerat

(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x           No fee required.

¨           Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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(2)           Aggregate number of securities to which transaction applies:

(3)           Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)           Proposed maximum aggregate value of transaction:

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¨           Fee paid previously with preliminary materials:

¨           Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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(4)           Date Filed:

SRB Management, L.P., BD Media Investors LP (“BD Media”), SRB Greenway Opportunity Fund, (QP), L.P., SRB Greenway Opportunity Fund, L.P., BC Advisors, LLC, Steven R. Becker, Matthew A. Drapkin, Kleinheinz Capital Partners, Inc., Kleinheinz Capital Partners LDC, Global Undervalued Securities Fund, L.P., Global Undervalued Securities Fund (QP), L.P., Global Undervalued Securities Fund, Ltd., Global Undervalued Securities Master Fund, L.P., John B. Kleinheinz, Brian Edwards and Susan Rerat (the “Participants”) are filing materials contained in this Schedule 14A with the Securities and Exchange Commission in connection with the solicitation of proxies for the election of three (3) nominees as directors at the 2010 Annual Meeting of stockholders (the “2010 Annual Meeting”) of Alloy, Inc. (the “Company”).

On March 17, 2010, BD Media delivered a letter to the Secretary of the Company (the “Letter”), a copy of which is attached hereto as Exhibit 1.  Such Letter states the intention of BD Media to nominate Matthew A. Drapkin, Brian Edwards and Susan Rerat to the Board of Directors of the Company at the 2010 Annual Meeting.

SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES ON BEHALF OF THE PARTICIPANTS AND CERTAIN OF THEIR RESPECTIVE AFFILIATES FROM THE STOCKHOLDERS OF THE COMPANY FOR USE AT THE 2010 ANNUAL MEETING WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN ANY SUCH PROXY SOLICITATION.  WHEN COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE AVAILABLE TO STOCKHOLDERS OF THE COMPANY FROM SUCH PARTICIPANTS AT NO CHARGE AND WILL ALSO BE AVAILABLE AT NO CHARGE AT THE WEBSITE OF THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) AT http://www.sec.gov.

INFORMATION ON THE SECUITY HOLDINGS OF CERTAIN OF THE PARTICIPANTS WITH RESPECT TO THE COMPANY CAN BE FOUND ON THE SCHEDULE 13D/A FILED BY SRB MANAGEMENT, L.P. WITH THE SEC AND AVAILABLE AT NO CHARGE AT THE SEC’S WEBSITE.  MR. EDWARDS AND MS. RERAT DO NOT BENEFICIALLY OWN ANY SECURITY IN THE COMPANY.