-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Sd9wf5Xmc3aZ30XFc/FsJhHsOIJ9cpxQ68ePj9ENVxVy0KKHmSLBdL0HKmmggbv0 iM7bMc9iDJDlhcJwalnr/Q== 0001264684-08-000035.txt : 20080306 0001264684-08-000035.hdr.sgml : 20080306 20080306173113 ACCESSION NUMBER: 0001264684-08-000035 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080304 FILED AS OF DATE: 20080306 DATE AS OF CHANGE: 20080306 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RUBIN MICHAEL CENTRAL INDEX KEY: 0001123356 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-16611 FILM NUMBER: 08672054 BUSINESS ADDRESS: BUSINESS PHONE: 6102653229 MAIL ADDRESS: STREET 1: 1075 FIRST AVE STREET 2: C/O GLOBAL SPORTS INC CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 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: 6102653229 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 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2008-03-04 0000828750 GSI COMMERCE INC GSIC 0001123356 RUBIN MICHAEL GSI COMMERCE, INC. 935 FIRST AVENUE KING OF PRUSSIA PA 19406 1 1 0 0 CEO and President Common Stock 2008-03-04 4 A 0 49523 0 A 6393452 D Common Stock 2008-03-06 4 M 0 44529 0 A 6437981 D Performance Unit 2008-03-04 4 A 0 102714 0 A Common Stock 102714 102714 D Performance Unit 2008-03-06 4 M 0 44529 0 D Common Stock 44529 44530 D This restricted stock award unit will vest as to 25% of the total number of shares subject to the award on each of the first, second, third and fourth annual anniversary of date of grant. 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. No monetary consideration was given in connection with this restricted stock award. This footnote is inserted only to meet technical requirements of the SEC. Performance Units cannot be assigned an exercise price. Reported number of Performance Units acquired is based on GSI attaining 100% non-GAAP operating income target for fiscal year 2008. If GSI achieves 100% of the non-GAAP operating income target or higher, the reporting person will receive 1.5 times the reported number. If GSI fails to achieve 90% of the non-GAAP operating income target, the reporting person will receive no Performance Units. If GSI's non-GAAP operating income performance falls between 90% and 110% of the EBITDA targets, the reporting person will receive a reduced or increased number of shares determined for each target according to linear interpolation. Performance Units vest in the following increments, or earlier upon certain events: 50% will vest on each of the first and second anniversary of issuance of the PRSUs after the performance goals are met. Performance Units have no expiration date. Vested Performance Units result in delivery of the underlying shares of common stock, and all Performance Units are forfeited if GSI fails to achieve the 90% adjusted EBITDA target. This Performance Restricted Stock Unit was granted on August 23, 2006 and earned on March 6, 2007 when the performance targets were certified. The Performance Unit vests 50% on each of the first and second anniversary of March 6, 2007. Vested Performance Units result in delivery of the underlying shares of common stock. Performance Units have no expiration dates. Michael G. Rubin 2008-03-06 -----END PRIVACY-ENHANCED MESSAGE-----