SEC FORM
4
SEC Form 4
FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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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OMB APPROVAL |
OMB Number: |
3235-0287 |
Estimated average burden |
hours per response: |
0.5 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GameStop Corp.
[ GME ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
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Officer (give title below) |
X |
Other (specify below) |
See Exhibit 1 |
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3. Date of Earliest Transaction
(Month/Day/Year) 04/10/2006
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Form filed by One Reporting Person |
X |
Form filed by More than One Reporting Person |
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
Amount |
(A) or (D) |
Price |
Class A Common stock, par value $.001 per share |
04/17/2006 |
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S |
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5,000,000
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D |
$46.6
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4,115,873 |
D
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Class A Common stock, par value $.001 per share |
04/17/2006 |
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S |
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5,000,000 |
D
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$46.6
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4,115,873 |
I
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By The Electronics Boutique, Inc. |
Class A Common stock, par value $.001 per share |
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10 |
D
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Class A Common stock, par value $.001 per share |
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10 |
D
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Class A Common stock, par value $.001 per share |
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10 |
D
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Class A Common stock, par value $.001 per share |
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10 |
I |
See Exhibit 8 |
Class A Common stock, par value $.001 per share |
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10 |
I |
See Exhibit 9 |
Class A Common stock, par value $.001 per share |
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10 |
I |
See Exhibit 10 |
Class A Common stock, par value $.001 per share |
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47 |
D
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
Remarks: |
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/s/ Susan Y. Kim*** |
04/19/2006 |
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** 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
4
(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). |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
Exhibit 1
Exhibit 1
The reporting persons filing this Form 4 may be deemed 10% owners as a group of
which James J. Kim may also be deemed a member. See attached Exhibit 12 for
Joint Filer Information.
Exhibit 2
Exhibit 2
Pursuant to an Underwriting Agreement, dated April 10, 2006 by and among
Citigroup Global Markets Inc. (the "Underwriter"), the Issuer, EB Nevada Inc.
and Mr. Leonard Riggio (Mr. Riggio together with EB Nevada Inc., the "Selling
Stockholders"), the Underwriter agreed to purchase from the Selling Stockholders
and the Selling Stockholders agreed to sell to the Underwriter an aggregate of
6,500,000 shares of Class A Common Stock, which aggregate amount included the
5,000,000 shares of A Common Stock sold by EB Nevada Inc. This purchase and sale
was consummated on April 17, 2006.
Exhibit 3
Exhibit 3
EB Nevada Inc. is the direct beneficial owner of 4,115,873 shares of the Issuer.
The following reporting persons have indirect beneficial ownership of such
shares, in the manner described. EB Nevada Inc. is a wholly-owned subsidiary of
The Electronics Boutique, Inc., all of the outstanding capital stock of which is
owned by James J. Kim and, his spouse, Agnes C. Kim (the parents of Susan Y.
Kim, John T. Kim and David D. Kim) and the Kim Trusts, which are the David D.
Kim Trust of December 31, 1987, the John T. Kim Trust of December 31, 1987 and
the Susan Y. Kim Trust of December 31, 1987. David D. Kim is the settlor,
trustee and beneficiary of the David D. Kim Trust of December 31, 1987; John T.
Kim is the settlor, trustee and beneficiary of the John T. Kim Trust of December
31, 1987; and Susan Y. Kim is the settlor, trustee and beneficiary of the Susan
Y. Kim Trust of December 31, 1987. In addition, the trust agreement for each of
the above Kim Trusts authorizes the trustee of such Trust to vote the shares of
Class A Common Stock of the issuer, held by the Trust, in the trustee's
discretion, in concert with James J. Kim's family.
Exhibit 4
Exhibit 4
EB Nevada Inc.
Exhibit 5
Exhibit 5
By Susan Y. Kim Trust
Exhibit 6
Exhibit 6
By David D. Kim Trust
Exhibit 7
Exhibit 7
By John T. Kim Trust
Exhibit 8
Exhibit 8
By David D. Kim as settlor, trustee, and beneficiary of the David D. Kim Trust
Exhibit 9
Exhibit 9
By John T. Kim as settlor, trustee, and beneficiary of the John T. Kim Trust
Exhibit 10
Exhibit 10
By Susan Y. Kim as settlor, trustee, and beneficiary of the Susan Y. Kim Trust
Exhibit 11
Exhibit 11
By Agnes C. Kim, who owns the reported shares jointly and severally with James
J. Kim, her spouse.
Exhibit 13
Exhibit 12
Joint Filer Information
Name of Joint Filer: John T. Kim as settlor, trustee, and beneficiary of
John T. Kim Trust of 12/31/87
Address: 1345 Enterprise Drive
West Chester, Pennsylvania 19380
Designated Filer: Susan Y. Kim
Issuer & Ticker Symbol: GameStop Corp. (GME)
Date of Event Requiring Statement:
April 10, 2006
Signature: /s/John T. Kim*
John T. Kim
Date: April 19, 2006
* * * * * * *
Name of Joint Filer: David D. Kim as settlor, trustee and beneficiary of
David D. Kim Trust of 12/31/87
Address: 1345 Enterprise Drive
West Chester, Pennsylvania 19380
Designated Filer: Susan Y. Kim
Issuer & Ticker Symbol: GameStop Corp. (GME)
Date of Event
Requiring Statement: April 10, 2006
Signature: /s/David D. Kim*
David D. Kim
Date: April 19, 2006
* * * * * * *
Name of Joint Filer: Agnes C. Kim
Address: 1345 Enterprise Drive
West Chester, Pennsylvania 19380
Designated Filer: Susan Y. Kim
Issuer & Ticker Symbol: GameStop Corp. (GME)
Date of Event
Requiring Statement: April 10, 2006
Signature: /s/Agnes C. Kim*
Agnes C. Kim
Date: April 19, 2006
* * * * * * *
Name of Joint Filer: EB Nevada, Inc.
Address: 1345 Enterprise Drive
West Chester, Pennsylvania 19380
Designated Filer: Susan Y. Kim
Issuer & Ticker Symbol: GameStop Corp. (GME)
Date of Event
Requiring Statement: April 10, 2006
Signature: /s/Susan Y. Kim*
Name: Susan Y. Kim
Title: Senior Vice President
Date: April 19, 2006
* * * * * * *
Name of Joint Filer: The Electronics Boutique, Inc.
Address: 1345 Enterprise Drive
West Chester, Pennsylvania 19380
Designated Filer: Susan Y. Kim
Issuer & Ticker Symbol: GameStop Corp. (GME)
Date of Event
Requiring Statement: April 10, 2006
Signature: /s/Memma Kilgannon
Name: Memma Kilgannon
Title: Assistant Secretary
Date: April 19, 2006
* * * * * * *
Signature: *By /s/Memma Kilgannon
Memma Kilgannon, Attorney-in-Fact (Pursuant to
powers of attorney previously filed)