SC 13G/A 1 geoeye.htm

 

OMB APPROVAL

 

OMB Number: 3235-0145

Expires: February 28, 2009

Estimated average burden

Hours per response . . . . 14.5
UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)   *

 

GeoEye, Inc.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

37250W108

(Cusip Number)

 

December 22, 2008

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on following pages)

Page 1 of 29 Pages

Exhibit Index Found on Page 28

 

 

13G

CUSIP No. 37250W108

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Farallon Capital Partners, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 887,752 Shares, which is 4.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

California

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

210,180 [See Preliminary Note]

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

210,180 [See Preliminary Note]

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

210,180 [See Preliminary Note]

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

1.1% [See Preliminary Note]

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

 

13G

CUSIP No. 37250W108

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Farallon Capital Institutional Partners, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 887,752 Shares, which is 4.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

California

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

151,838 [See Preliminary Note]

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

151,838 [See Preliminary Note]

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

151,838 [See Preliminary Note]

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.8% [See Preliminary Note]

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

 

13G

CUSIP No. 37250W108

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Farallon Capital Institutional Partners II, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 887,752 Shares, which is 4.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

California

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

26,664 [See Preliminary Note]

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

26,664 [See Preliminary Note]

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

26,664 [See Preliminary Note]

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.1% [See Preliminary Note]

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

 

13G

CUSIP No. 37250W108

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Farallon Capital Institutional Partners III, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 887,752 Shares, which is 4.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

16,236 [See Preliminary Note]

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

16,236 [See Preliminary Note]

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

16,236 [See Preliminary Note]

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.1% [See Preliminary Note]

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

 

 

13G

CUSIP No. 37250W108

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Tinicum Partners, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 887,752 Shares, which is 4.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

New York

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

-0-

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

-0-

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

-0-

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.0%

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

 

 

13G

CUSIP No. 37250W108

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Farallon Capital Offshore Investors II, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 887,752 Shares, which is 4.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

226,494 [See Preliminary Note]

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

226,494 [See Preliminary Note]

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

226,494 [See Preliminary Note]

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

1.2% [See Preliminary Note]

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

 

 

13G

CUSIP No. 37250W108

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Farallon Capital Management, L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 887,752 Shares, which is 4.8% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

256,340 [See Preliminary Note]

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

256,340 [See Preliminary Note]

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

256,340 [See Preliminary Note]

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

1.4% [See Preliminary Note]

12

TYPE OF REPORTING PERSON (See Instructions)

 

IA, OO

 

 

13G

CUSIP No. 37250W108

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Farallon Partners, L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 887,752 Shares, which is 4.8% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

631,412 [See Preliminary Note]

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

631,412 [See Preliminary Note]

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

631,412 [See Preliminary Note]

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

3.4% [See Preliminary Note]

12

TYPE OF REPORTING PERSON (See Instructions)

 

OO

 

 

 

13G

CUSIP No. 37250W108

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

William F. Duhamel

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 887,752 Shares, which is 4.8% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

887,752 [See Preliminary Note]

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

887,752 [See Preliminary Note]

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

887,752 [See Preliminary Note]

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.8% [See Preliminary Note]

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

 

13G

CUSIP No. 37250W108

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Richard B. Fried

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 887,752 Shares, which is 4.8% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

887,752 [See Preliminary Note]

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

887,752 [See Preliminary Note]

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

887,752 [See Preliminary Note]

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.8% [See Preliminary Note]

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

13G

CUSIP No. 37250W108

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Monica R. Landry

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 887,752 Shares, which is 4.8% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

887,752 [See Preliminary Note]

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

887,752 [See Preliminary Note]

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

887,752 [See Preliminary Note]

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.8% [See Preliminary Note]

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

13G

CUSIP No. 37250W108

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Douglas M. MacMahon

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 887,752 Shares, which is 4.8% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

887,752 [See Preliminary Note]

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

887,752 [See Preliminary Note]

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

887,752 [See Preliminary Note]

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.8% [See Preliminary Note]

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

 

13G

CUSIP No. 37250W108

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

William F. Mellin

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 887,752 Shares, which is 4.8% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

887,752 [See Preliminary Note]

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

887,752 [See Preliminary Note]

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

887,752 [See Preliminary Note]

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.8% [See Preliminary Note]

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

13G

CUSIP No. 37250W108

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Stephen L. Millham

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 887,752 Shares, which is 4.8% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

887,752 [See Preliminary Note]

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

887,752 [See Preliminary Note]

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

887,752 [See Preliminary Note]

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.8% [See Preliminary Note]

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

13G

CUSIP No. 37250W108

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Jason E. Moment

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 887,752 Shares, which is 4.8% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

887,752 [See Preliminary Note]

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

887,752 [See Preliminary Note]

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

887,752 [See Preliminary Note]

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.8% [See Preliminary Note]

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

13G

CUSIP No. 37250W108

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Ashish H. Pant

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 887,752 Shares, which is 4.8% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

India

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

887,752 [See Preliminary Note]

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

887,752 [See Preliminary Note]

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

887,752 [See Preliminary Note]

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.8% [See Preliminary Note]

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

 

13G

CUSIP No. 37250W108

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Rajiv A. Patel

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 887,752 Shares, which is 4.8% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

887,752 [See Preliminary Note]

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

887,752 [See Preliminary Note]

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

887,752 [See Preliminary Note]

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.8% [See Preliminary Note]

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

 

13G

CUSIP No. 37250W108

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Derek C. Schrier [See Item 2]

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 887,752 Shares, which is 4.8% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

-0-

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

-0-

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

-0-

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.0%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

13G

CUSIP No. 37250W108

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Andrew J. M. Spokes

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 887,752 Shares, which is 4.8% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United Kingdom

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

887,752 [See Preliminary Note]

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

887,752 [See Preliminary Note]

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

887,752 [See Preliminary Note]

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.8% [See Preliminary Note]

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

13G

CUSIP No. 37250W108

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Thomas F. Steyer

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 887,752 Shares, which is 4.8% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

887,752 [See Preliminary Note]

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

887,752 [See Preliminary Note]

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

887,752 [See Preliminary Note]

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.8% [See Preliminary Note]

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

13G

CUSIP No. 37250W108

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Mark C. Wehrly

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 887,752 Shares, which is 4.8% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

887,752 [See Preliminary Note]

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

887,752 [See Preliminary Note]

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

887,752 [See Preliminary Note]

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.8% [See Preliminary Note]

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

This Amendment No. 2 to Schedule 13G amends and restates in its entirety the Schedule 13G initially filed on February 15, 2007 (together with all prior and current amendments thereto, this “Schedule 13G”).

 

Preliminary Note: The Reporting Persons (as defined below) are filing this Schedule 13G with respect to the Common Stock, par value $0.01 per share (the “Shares”), of GeoEye, Inc. (the “Company”). The Reporting Persons own, in aggregate, 887,752 Shares.  Of such Shares, the Reporting Persons own 337,067 Shares from their exercise, on or about December 16, 2008, of  (i) 260,144 warrants issued by the Company, each such warrant immediately exercisable for one Share and expiring on March 31, 2010 (the “First Warrants”) and (ii) 76,923 warrants issued by the Company, each such warrant immediately exercisable for one Share and expiring on the later of (a) January 10, 2009 and (b) the six-month anniversary of the earlier of (x) the payment in full of all Senior Credit Obligations, as defined under that certain Credit Agreement, dated as of January 10, 2006, between the Company, ORBIMAGE SI Opco Inc., ORBIMAGE SI Holdco Inc., the lenders from time to time parties thereto, Credit Suisse, Cayman Islands Branch, as Administrative Agent and the other parties thereto, and (y) the redemption of all outstanding shares of Series A Preferred Stock, par value $0.01 per share, of the Company (the “Second Warrants”).  The First Warrants and the Second Warrants are together referred to herein as the “Warrants.”

 

All percentages in this Schedule 13G are based on the 18,290,643 Shares outstanding as of November 14, 2008(as reported by the Company in its Quarterly Report on Form 10-Q  for the period ended September 30, 2008 filed with the Securities and Exchange Commission (the “SEC”) on November 18, 2008), plus the additional Shares that will be issued as a result of the exercise of the Warrants by the Reporting Persons. The percentages do not assume the exercise of Warrants held by any other persons or entities. For information regarding the First Warrants, see the Prospectus on Form 424B3 filed by the Company with the SEC on August 3, 2006. For information regarding the Second Warrants, see the Prospectus on Form 424B3 filed by the Company with the SEC on August 28, 2006.

 

Item 1. Issuer

 

 

(a)

Name of Issuer:

 

GeoEye, Inc.

 

 

(b)

Address of Issuer’s Principal Executive Offices:

 

21700 Atlantic Boulevard, Dulles, VA 20166

 

Item 2.

Identity And Background

 

Title Of Class Of Securities And CUSIP Number (Item 2(d) and (e))

 

 

This statement relates to the Shares of the Company. The CUSIP number of the Shares is 37250W108.

 

Name Of Persons Filing, Address Of Principal Business Office And Citizenship (Item 2(a), (b) and (c))

 

This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons.”

 

The Farallon Funds

 

 

(i)

Farallon Capital Partners, L.P., a California limited partnership (“FCP”), with respect to the Shares held by it;

 

 

(ii)

Farallon Capital Institutional Partners, L.P., a California limited partnership (“FCIP”), with respect to the Shares held by it;

 

 

(iii)

Farallon Capital Institutional Partners II, L.P., a California limited partnership (“FCIP II”), with respect to the Shares held by it;

 

 

(iv)

Farallon Capital Institutional Partners III, L.P., a Delaware limited partnership (“FCIP III”), with respect to the Shares held by it;

 

 

(v)

Tinicum Partners, L.P., a New York limited partnership (“Tinicum”), with respect to the Shares held by it; and

 

 

(vi)

Farallon Capital Offshore Investors II, L.P., a Cayman Islands exempted limited partnership (“FCOI II”), with respect to the Shares held by it.

 

FCP, FCIP, FCIP II, FCIP III, Tinicum and FCOI II are together referred to herein as the “Farallon Funds.”

 

The Management Company

 

 

(vii)

Farallon Capital Management, L.L.C., a Delaware limited liability company (the “Management Company”), with respect to the Shares held by a certain account (the “Managed Account”) managed by the Management Company.

 

The Farallon General Partner

 

 

(viii)

Farallon Partners, L.L.C., a Delaware limited liability company (the “Farallon General Partner”), which is the general partner of each of the Farallon Funds, with respect to the Shares held by each of the Farallon Funds.

 

The Farallon Managing Members  

 

 

 

(ix)

The following persons, each of whom is, or with respect to Schrier (as defined below) was, a managing member of both the Farallon General Partner and the Management Company, with respect to the Shares held by the Farallon Funds and the Managed Account: William F. Duhamel (“Duhamel”), Richard B. Fried (“Fried”), Monica R. Landry (“Landry”), Douglas M. MacMahon (“MacMahon”), William F. Mellin (“Mellin”), Stephen L. Millham (“Millham”), Jason E. Moment (“Moment”), Ashish H. Pant (“Pant”), Rajiv A. Patel (“Patel”), Derek C. Schrier (“Schrier”), Andrew J. M. Spokes (“Spokes”), Thomas F. Steyer (“Steyer”) and Mark C. Wehrly (“Wehrly”).

 

Duhamel, Fried, Landry, MacMahon, Mellin, Millham, Moment, Pant, Patel, Schrier, Spokes, Steyer and Wehrly are together referred to herein as the “Farallon Individual Reporting Persons.” Unless the context otherwise requires, any reference to the “Farallon Individual Reporting Persons” or the “Reporting Persons” shall not include Schrier.

 

This Schedule 13G reports that as of May 27, 2008, Schrier had resigned as a managing member of the Farallon General Partner and the Management Company and no longer had investment discretion with respect to the Shares beneficially owned by the Farallon Funds and Managed Account. As such, Schrier may no longer be deemed a beneficial owner of the Shares beneficially owned by the Farallon Funds and Managed Account.

 

The citizenship of each of the Farallon Funds, the Management Company and the Farallon General Partner is set forth above. Other than Pant and Spokes, each of the Farallon Individual Reporting Persons is a citizen of the United States. Pant is a citizen of India. Spokes is a citizen of the United Kingdom. The address of the principal business office of each of the Reporting Persons is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California 94111.

 

Item 3. If This Statement Is Filed Pursuant To Sections 240.13d-1(b) or 240.13d-2(b) or (c),

 

Check Whether The Person Filing Is An Entity Specified In (a) - (k):

 

Not Applicable.

 

If This Statement Is Filed Pursuant To Section 240.13d-1(c), Check This Box. x

 

Item 4. Ownership

 

The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person hereto is incorporated herein by reference for each such Reporting Person.

 

The Shares reported hereby for the Farallon Funds are owned directly by the Farallon Funds and those reported by the Management Company on behalf of the Managed Account are owned directly by the Managed Account. The Farallon General Partner, as general partner to the

 

Farallon Funds, may be deemed to be the beneficial owner of all such Shares owned by the Farallon Funds. The Management Company, as investment adviser to the Managed Account, may be deemed to be the beneficial owner of all such Shares owned by the Managed Account. The Farallon Individual Reporting Persons, as managing members of both the Farallon General Partner and the Management Company with the power to exercise investment discretion, may each be deemed to be the beneficial owner of all such Shares owned by the Farallon Funds and the Managed Account. Each of the Management Company, the Farallon General Partner and the Farallon Individual Reporting Persons hereby disclaims any beneficial ownership of any such Shares.

 

Item 5. Ownership Of Five Percent Or Less Of A Class

 

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the deemed beneficial owner of more than five percent of the class of securities, check the following x

 

Item 6. Ownership Of More Than Five Percent On Behalf Of Another Person

 

Not Applicable.

 

Item 7. Identification And Classification Of The Subsidiary Which Acquired The Security Being

             Reported On By The Parent Holding Company

 

Not Applicable.

 

Item 8. Identification And Classification Of Members Of The Group

 

The Reporting Persons are filing this Schedule 13G pursuant to Section 240.13d-1(c). Consistent with Item 2 of the cover page for each Reporting Person above, the Reporting Persons neither disclaim nor affirm the existence of a group among them.

 

Item 9.

Notice Of Dissolution Of Group

 

Not Applicable.

 

Item 10. Certification

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

SIGNATURES

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated: December 30, 2008

 

/s/ Monica R. Landry

FARALLON PARTNERS, L.L.C.,

On its own behalf and

as the General Partner of

FARALLON CAPITAL PARTNERS, L.P.,

FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,

FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,

FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,

TINICUM PARTNERS, L.P. and

FARALLON CAPITAL OFFSHORE INVESTORS II, L.P.

By Monica R. Landry,

Managing Member

 

/s/ Monica R. Landry

FARALLON CAPITAL MANAGEMENT, L.L.C.

By Monica R. Landry,

Managing Member

 

/s/ Monica R. Landry

Monica R. Landry, individually and as attorney-in-fact for

each of William F. Duhamel, Richard B. Fried, Douglas M. MacMahon, William F. Mellin, Stephen L. Millham, Jason E. Moment, Ashish H. Pant, Rajiv A. Patel, Derek C. Schrier, Andrew J. M. Spokes, Thomas F. Steyer and Mark C. Wehrly

 

The Power of Attorney executed by each of Duhamel, Fried, MacMahon, Mellin, Millham, Moment, Pant, Patel, Schrier, Steyer and Wehrly authorizing Landry to sign and file this Schedule 13G on his behalf, which was filed with the Schedule 13D filed with the Securities and Exchange Commission on July 2, 2007 by such Reporting Persons with respect to the Common Stock of Armor Holdings, Inc., is hereby incorporated by reference. The Power of Attorney executed by Spokes authorizing Landry to sign and file this Schedule 13G on his behalf, which was filed with the Schedule 13D filed with the Securities and Exchange Commission on August 28, 2007 by such Reporting Person with respect to the Common Stock of Global Gold Corporation, is hereby incorporated by reference.

 

 

 

 

EXHIBIT INDEX

 

EXHIBIT 3

Joint Acquisition Statement Pursuant to Section 240.13d-1(k)

 

 

EXHIBIT 3

to

SCHEDULE 13G

 

JOINT ACQUISITION STATEMENT

PURSUANT TO SECTION 240.13d-1(k)

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

 

Dated: December 30, 2008

 

/s/ Monica R. Landry

FARALLON PARTNERS, L.L.C.,

On its own behalf and

as the General Partner of

FARALLON CAPITAL PARTNERS, L.P.,

FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,

FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,

FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,

TINICUM PARTNERS, L.P. and

FARALLON CAPITAL OFFSHORE INVESTORS II, L.P.

By Monica R. Landry,

Managing Member

 

/s/ Monica R. Landry

FARALLON CAPITAL MANAGEMENT, L.L.C.

By Monica R. Landry,

Managing Member

 

/s/ Monica R. Landry

Monica R. Landry, individually and as attorney-in-fact for

each of William F. Duhamel, Richard B. Fried, Douglas M. MacMahon, William F. Mellin, Stephen L. Millham, Jason E. Moment, Ashish H. Pant, Rajiv A. Patel, Derek C. Schrier, Andrew J. M. Spokes, Thomas F. Steyer and Mark C. Wehrly