0001209191-11-035700.txt : 20110621 0001209191-11-035700.hdr.sgml : 20110621 20110621155238 ACCESSION NUMBER: 0001209191-11-035700 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110617 FILED AS OF DATE: 20110621 DATE AS OF CHANGE: 20110621 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GSI COMMERCE INC CENTRAL INDEX KEY: 0000828750 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 042958132 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 BUSINESS ADDRESS: STREET 1: 935 FIRST AVE CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 BUSINESS PHONE: 6104917000 MAIL ADDRESS: STREET 1: 935 FIRST AVE CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 FORMER COMPANY: FORMER CONFORMED NAME: GLOBAL SPORTS INC DATE OF NAME CHANGE: 19971223 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MINTZER DAMON CENTRAL INDEX KEY: 0001174270 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-16611 FILM NUMBER: 11923483 MAIL ADDRESS: STREET 1: 1075 FIRST AVENUE CITY: KING PRUSSIA STATE: PA ZIP: 19406 4 1 doc4.xml FORM 4 SUBMISSION X0303 4 2011-06-17 1 0000828750 GSI COMMERCE INC GSIC 0001174270 MINTZER DAMON GSI COMMERCE, INC. 935 FIRST AVENUE KING OF PRUSSIA PA 19406 0 1 0 0 EVP, Sales Common Stock 2011-06-17 4 D 0 13034 29.25 D 50241 D Common Stock (Restricted Stock Units) 2011-06-17 4 D 0 50241 D 0 D Stock Option 13.46 2011-06-17 4 D 0 35000 15.79 D 2015-04-06 Common Stock 35000 0 D Performance Unit 0.00 2011-06-17 4 D 0 5411 D Common Stock 5411 0 D The filing of this Statement shall not be construed as an admission (a) that the person filing this Statement is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any equity securities covered by this Statement, or (b) that this Statement is legally required to be filed by such person. Pursuant to the terms of the Agreement and Plan of Merger, dated as of March 27, 2011 (the "Agreement"), by and among eBay Inc. ("eBay"), Gibraltar Acquisition Corp., and the Issuer, on the effective date of the merger contemplated by the Agreement (the "Merger") each of these shares of common stock was automatically converted into the right to receive $29.25 (without interest). Pursuant to the terms of the Agreement, on the effective date of the Merger this Restricted Stock Unit award was assumed by eBay in the Merger and replaced with a Restricted Stock Unit award for 49,359 shares of underlying eBay common stock. Pursuant to the terms of the Agreement, on the effective date of the Merger this option was canceled in exchange for a cash payment of $552,650, representing the excess of $29.25 (without interest) per underlying share of common stock over the $13.46 per share exercise price of the option, multiplied by the number of shares of common stock underlying such option. Pursuant to the terms of the Agreement, on the effective date of the Merger this Performance Restricted Stock Unit award was assumed by eBay in the Merger and replaced with a Restricted Stock Unit award for 5,316 shares of underlying eBay common stock. /s/ Damon Mintzer 2011-06-21