SEC Filing | Gamestop Corp.

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

SZCZEPANSKI GERALD R

(Last)

(First)

(Middle)

9 SAVANNAH RIDGE

(Street)

FRISCO

75034

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/08/2005

3. Issuer Name and Ticker or Trading Symbol
GSC Holdings Corp. [ GME ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock, par value $.001 per share⁽¹⁾	20,000⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)⁽¹⁾	10/08/2005	07/16/2012	Class A Common Stock	15,000	16.48	D
Stock Option (Right to Buy)⁽¹⁾	⁽³⁾	06/28/2014	Class A Common Stock	21,000	15.1	D
Stock Option (Right to Buy)⁽¹⁾	⁽⁴⁾	09/07/2015	Class A Common Stock	24,000	35.88	D

Explanation of Responses:

1. See Remarks.

2. Represents 10,000 shares of GameStop Class A Common Stock and 10,000 shares of restricted GameStop Class A Common Stock. The restricted stock vests in two equal annual installments on September 8, 2006 and September 8, 2007.

3. One third of these options are immediately exercisable and the remaining two thirds become exercisable on June 29 of each of the years 2006 and 2007.

4. One third of these options become exercisable on September 8 of each of the years 2006 through 2008.

Remarks:

As a result of, and pursuant to, the consummation on October 8, 2005 of the business combination transaction (the "Transaction") between GameStop Corp., now known as GameStop Holdings Corp. (the "Company"), and Electronics Boutique Holdings Corp. pursuant to which the Company became a wholly owned subsidiary of GSC Holdings Corp., now known as GameStop Corp. ("GameStop"), (a) each share of the Reporting Person's Company Class A Common Stock was converted into the right to receive one share of GameStop Class A Common Stock, (b) each of the Reporting Person's shares of restricted Company Class A Common Stock, whether or not vested immediately prior to the effective time of the Transaction, was converted into shares of restricted GameStop Class A Common Stock and (c) each of the Reporting Person's options to acquire shares of Company Class A Common Stock, whether or not vested immediately prior to the effective time of the Transaction, was converted into the right to receive an option to acquire an equal number of shares of GameStop Class A Common Stock at the same exercise price.

	/s/ Gerald R. Szczepanski	10/11/2005
	** 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 5 (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).
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