UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

HOT TOPIC, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

441339108

(CUSIP Number)

Becker Drapkin Management, L.P.

Attn: Steven R. Becker

500 Crescent Court, Suite 230

Dallas, Texas 75201

(214) 756-6016

with a copy to:

Taylor H. Wilson

Haynes and Boone, LLP

2323 Victory Avenue, Suite 700

Dallas, Texas 75219

(214) 651-5615

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 12, 2013

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	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 disclosures provided in a prior cover page.

The information required on 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).


CUSIP No. 441339108


1.	Names of Reporting Persons Becker Drapkin Management, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Texas
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 0%
14.	Type of Reporting Person (See Instructions) IA, PN


CUSIP No. 441339108


1.	Names of Reporting Persons Becker Drapkin Partners (QP), L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Texas
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 0%
14.	Type of Reporting Person (See Instructions) PN


CUSIP No. 441339108


1.	Names of Reporting Persons Becker Drapkin Partners, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Texas
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 0%
14.	Type of Reporting Person (See Instructions) PN


CUSIP No. 441339108


1.	Names of Reporting Persons BD Partners I, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Texas
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 0%
14.	Type of Reporting Person (See Instructions) PN


CUSIP No. 441339108


1.	Names of Reporting Persons BC Advisors, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Texas
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 0%
14.	Type of Reporting Person (See Instructions) OO


CUSIP No. 441339108


1.	Names of Reporting Persons Steven R. Becker
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) AF, OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 0%
14.	Type of Reporting Person (See Instructions) IN, HC


CUSIP No. 441339108


1.	Names of Reporting Persons Matthew A. Drapkin
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) AF, OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 0%
14.	Type of Reporting Person (See Instructions) IN, HC

This Amendment No. 6 to Schedule 13D (this “Amendment No. 6”) is being filed by and on behalf of each of the Reporting Persons to amend the Schedule 13D related to the Common Stock of Issuer previously filed by the Reporting Persons with the Securities and Exchange Commission (the “Commission”) on September 2, 2010, as amended and/or supplemented by Amendment No. 1 to the Schedule 13D filed on September 21, 2010, Amendment No. 2 to the Schedule 13D filed on October 18, 2010, Amendment No. 3 to the Schedule 13D filed on April 13, 2011, Amendment No. 4 to the Schedule 13D filed on September 14, 2012, and Amendment No. 5 to the Schedule 13D filed on March 8, 2013 (as amended, the “Schedule 13D”). This Amendment No. 6 is being filed to report a change in beneficial ownership relating to the disposition of shares of Common Stock of the Issuer by the Reporting Persons in connection with the Merger. Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and/or supplemented as follows:

“On June 12, 2013, pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer, and the Issuer continued as the surviving corporation and as a wholly owned subsidiary of Parent (the “Merger”). Pursuant to the Merger Agreement, (i) each share of Common Stock of the Issuer issued and outstanding immediately prior to the effective time of the Merger was cancelled and converted into the right to receive $14.00 in cash, without interest and less any applicable withholding tax, and (ii) each option to acquire shares of Common Stock of the Issuer outstanding immediately prior to the effective time of the Merger was cancelled and converted into the right to receive a cash payment equal to the excess, if any, of $14.00 over the exercise price per share of such option, less any applicable tax withholding.”

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

“(a) The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is stated in Items 11 and 13 on the cover page(s) hereto.

Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this Schedule 13D.

Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.

(b) Number of shares as to which each Reporting Person has:

(i)

sole power to vote or to direct the vote:

See Item 7 on the cover page(s) hereto.

(ii)

shared power to vote or to direct the vote:

See Item 8 on the cover page(s) hereto.

(iii)

sole power to dispose or to direct the disposition of:

See Item 9 on the cover page(s) hereto.

(iv)

shared power to dispose or to direct the disposition of:

See Item 10 on the cover page(s) hereto.

The Becker Drapkin Funds, the Managed Account, Mr. Becker and Mr. Drapkin are the record and direct beneficial owners of the securities covered by this Schedule 13D.

Mr. Becker has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the shares of Common Stock of the Issuer owned by him (the “Becker Shares”). Mr. Becker disclaims beneficial ownership of the Drapkin Shares.

Mr. Drapkin has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the shares of Common Stock of the Issuer owned by him (the “Drapkin Shares”). Mr. Drapkin disclaims beneficial ownership of the Becker Shares.

Becker Drapkin QP has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the shares of Common Stock of the Issuer owned by it (the “Becker Drapkin QP Shares”). Becker Drapkin QP disclaims beneficial ownership of the Becker Drapkin, L.P. Shares and BD Partners I Shares.

Becker Drapkin, L.P. has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the shares of Common Stock of the Issuer owned by it (the “Becker Drapkin, L.P. Shares”). Becker Drapkin, L.P. disclaims beneficial ownership of the Becker Drapkin QP Shares and BD Partners I Shares.

BD Partners I, L.P. has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the shares of Common Stock of the Issuer owned by it (the “BD Partners I Shares,” and together with the Becker Drapkin QP Shares and the Becker Drapkin, L.P. Shares, the “Becker Drapkin Funds Shares”). BD Partners I, L.P. disclaims beneficial ownership of the Becker Drapkin QP Shares and Becker Drapkin, L.P. Shares.

As general partner of the Becker Drapkin Funds, BD Management may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Becker Drapkin Funds Shares. BD Management in its capacity as investment manager for the Managed Account has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the shares of Common Stock of the Issuer held by the Managed Account (the “Managed Account Shares”). BD Management does not directly own any shares of Common Stock of the Issuer and disclaims beneficial ownership of the Becker Drapkin Funds Shares and the Managed Account Shares.

As general partner of BD Management, BCA may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) any shares of Common Stock of the Issuer beneficially owned by BD Management. BCA does not directly own any shares of Common Stock of the Issuer and disclaims beneficial ownership of any shares of Common Stock of the Issuer beneficially owned by BD Management.

As co-managing members of BCA, each of Messrs. Becker and Drapkin may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) any shares of Common Stock of the Issuer beneficially owned by BCA. Each of Messrs. Becker and Drapkin disclaims beneficial ownership of any shares of Common Stock of the Issuer beneficially owned by BCA.

As of the date hereof, no Reporting Person owns any shares of Common Stock of the Issuer other than as set forth in this Item 5.

(c) Transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D, whichever is less, by the Reporting Persons are described below:


Transaction Date	Effecting Person(s)	Shares Acquired	Shares Disposed	Price Per Share	Description of Transaction
06/12/2013	Becker Drapkin QP		934,807	(1)	(1)
06/12/2013	Becker Drapkin, L.P.		132,443	(1)	(1)
06/12/2013	BD Partners I		1,318,177	(1)	(1)
06/12/2013	BD Management		1,177,675	(1)	(1)
06/12/2013	Mr. Becker		8,971	(1)	(1)
06/12/2013	Mr. Drapkin		8,971	(1)	(1)
06/12/2013	Mr. Becker		16,350 (2)	(3)	(3)
06/12/2013	Mr. Drapkin		16,350 (2)	(3)	(3)
06/12/2013	Mr. Becker		22,672 (2)	(3)	(3)
06/12/2013	Mr. Drapkin		22,672 (2)	(3)	(3)
06/12/2013	Mr. Becker		9,765 (2)	(3)	(3)
06/12/2013	Mr. Drapkin		9,765 (2)	(3)	(3)
06/12/2013	Mr. Becker		10,000 (2)	(3)	(3)
06/12/2013	Mr. Drapkin		10,000 (2)	(3)	(3)

(1)	Pursuant to the Merger Agreement, each share of Common Stock of the Issuer issued and outstanding immediately prior to the effective time of the Merger was cancelled and converted into the right to receive $14.00 in cash, without interest and less any applicable withholding tax.

(2)	Stock options granted by the Issuer.

(3)

Pursuant to the Merger Agreement, each option to acquire shares of Common Stock of the Issuer outstanding immediately prior to the effective time of the Merger was cancelled and converted into the right to receive a cash payment equal to the excess, if any, of $14.00 over the exercise price per share of such option, less any applicable tax withholding.

(d) Not applicable.

(e) The Reporting Persons no longer beneficially own any shares of Common Stock of the Issuer effective June 12, 2013.”

Item 7. Material to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended and restated in its entirety as follows:

“The following exhibits are filed as exhibits hereto:


Exhibit		Description of Exhibit

24.1		Power of Attorney, dated September 14, 2012 (incorporated by reference from Exhibit 24.1 to the Schedule 13D relating to the Common Stock of the Issuer filed September 14, 2012 by the Reporting Persons with the Commission)

99.1		Group Agreement, dated August 24, 2010, by and among Becker Drapkin Management, L.P.; BC Advisors, LLC; Steven R. Becker; Matthew A. Drapkin; Double Black Diamond Offshore Ltd.; Black Diamond Offshore Ltd.; Carlson Capital, L.P.; Asgard Investment Corp.; and Clint D. Carlson (incorporated by reference from Exhibit 1 to the Schedule 13D relating to the Common Stock of the Issuer filed September 2, 2010 by the Reporting Persons with the Commission)

99.2		Agreement, dated September 19, 2010, by and among Hot Topic, Inc.; Steven R. Becker; Matthew A. Drapkin; Becker Drapkin Management, L.P.; Becker Drapkin Partners (QP), L.P.; Becker Drapkin Partners, L.P., BD Partners I, L.P.; and BC Advisors, LLC (incorporated by reference from Exhibit 1 to Amendment No. 1 to the Schedule 13D relating to the Common Stock of the Issuer filed September 21, 2010 by the Reporting Persons with the Commission)

99.3		Group Termination Agreement, dated September 19, 2010, by and among Becker Drapkin Management, L.P.; BC Advisors, LLC; Steven R. Becker; Matthew A. Drapkin; Double Black Diamond Offshore Ltd.; Black Diamond Offshore Ltd.; Carlson Capital, L.P.; Asgard Investment Corp.; and Clint D. Carlson (incorporated by reference from Exhibit 2 to Amendment No. 1 to the Schedule 13D relating to the Common Stock of the Issuer filed September 21, 2010 by the Reporting Persons with the Commission)



99.4		Restricted Stock Bonus Agreement, dated October 8, 2010, by and between Hot Topic, Inc. and Steven R. Becker (incorporated by reference from Exhibit 1 to Amendment No. 2 to the Schedule 13D relating to the Common Stock of the Issuer filed October 15, 2010 by the Reporting Persons with the Commission)

99.5		Restricted Stock Bonus Agreement, dated October 8, 2010, by and between Hot Topic, Inc. and Matthew A. Drapkin (incorporated by reference from Exhibit 2 to Amendment No. 2 to the Schedule 13D relating to the Common Stock of the Issuer filed October 15, 2010 by the Reporting Persons with the Commission)

99.6		Non-Statutory Stock Option Agreement, dated October 1, 2010, by and between Hot Topic, Inc. and Steven R. Becker (incorporated by reference from Exhibit 3 to Amendment No. 2 to the Schedule 13D relating to the Common Stock of the Issuer filed October 15, 2010 by the Reporting Persons with the Commission)

99.7		Non-Statutory Stock Option Agreement, dated October 1, 2010, by and between Hot Topic, Inc. and Matthew A. Drapkin (incorporated by reference from Exhibit 4 to Amendment No. 2 to the Schedule 13D relating to the Common Stock of the Issuer filed October 15, 2010 by the Reporting Persons with the Commission)

99.8		Non-Statutory Stock Option Agreement, dated October 12, 2010, by and between Hot Topic, Inc. and Steven R. Becker (incorporated by reference from Exhibit 5 to Amendment No. 2 to the Schedule 13D relating to the Common Stock of the Issuer filed October 15, 2010 by the Reporting Persons with the Commission)

99.9		Non-Statutory Stock Option Agreement, dated October 12, 2010, by and between Hot Topic, Inc. and Matthew A. Drapkin (incorporated by reference from Exhibit 6 to Amendment No. 2 to the Schedule 13D relating to the Common Stock of the Issuer filed October 15, 2010 by the Reporting Persons with the Commission)

99.10		Joint Filing Agreement, dated September 14, 2012, by and among BD Management, L.P.; Becker Drapkin Partners (QP), L.P.; Becker Drapkin Partners, L.P.; BD Partners I, L.P.; BC Advisors, LLC; Steven R. Becker; and Matthew A. Drapkin (incorporated by reference from Exhibit 24.1 to the Schedule 13D relating to the Common Stock of the Issuer filed September 14, 2012 by the Reporting Persons with the Commission)”

SIGNATURE

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


Date: June 17, 2013	BECKER DRAPKIN MANAGEMENT, L.P.

	By:	BC Advisors, LLC
	Its:	General Partner

	By:	/s/ Ashley Sekimoto
	Name:	Ashley Sekimoto
	Title:	Attorney-in-Fact

	BECKER DRAPKIN PARTNERS (QP), L.P.

	By:	Becker Drapkin Management, L.P.
	Its:	General Partner

	By:	BC Advisors, LLC
	Its:	General Partner

	By:	/s/ Ashley Sekimoto
	Name:	Ashley Sekimoto
	Title:	Attorney-in-Fact

	BECKER DRAPKIN PARTNERS, L.P.

	By:	Becker Drapkin Management, L.P.
	Its:	General Partner

	By:	BC Advisors, LLC
	Its:	General Partner

	By:	/s/ Ashley Sekimoto
	Name:	Ashley Sekimoto
	Title:	Attorney-in-Fact

	BD PARTNERS I, L.P

	By:	Becker Drapkin Management, L.P.
	Its:	General Partner

	By:	BC Advisors, LLC
	Its:	General Partner

	By:	/s/ Ashley Sekimoto
	Name:	Ashley Sekimoto
	Title:	Attorney-in-Fact

	BC ADVISORS, LLC

	By:	/s/ Ashley Sekimoto
	Name:	Ashley Sekimoto
	Title:	Attorney-in-Fact


STEVEN R. BECKER

By:		/s/ Ashley Sekimoto
Name:		Ashley Sekimoto
Title:		Attorney-in-Fact

MATTHEW A. DRAPKIN

By:		/s/ Ashley Sekimoto
Name:		Ashley Sekimoto
Title:		Attorney-in-Fact

EXHIBIT INDEX


Exhibit		Description of Exhibit

24.1		Power of Attorney, dated September 14, 2012 (incorporated by reference from Exhibit 24.1 to the Schedule 13D relating to the Common Stock of the Issuer filed September 14, 2012 by the Reporting Persons with the Commission)

99.1		Group Agreement, dated August 24, 2010, by and among Becker Drapkin Management, L.P.; BC Advisors, LLC; Steven R. Becker; Matthew A. Drapkin; Double Black Diamond Offshore Ltd.; Black Diamond Offshore Ltd.; Carlson Capital, L.P.; Asgard Investment Corp.; and Clint D. Carlson (incorporated by reference from Exhibit 1 to the Schedule 13D relating to the Common Stock of the Issuer filed September 2, 2010 by the Reporting Persons with the Commission)

99.2		Agreement, dated September 19, 2010, by and among Hot Topic, Inc.; Steven R. Becker; Matthew A. Drapkin; Becker Drapkin Management, L.P.; Becker Drapkin Partners (QP), L.P.; Becker Drapkin Partners, L.P., BD Partners I, L.P.; and BC Advisors, LLC (incorporated by reference from Exhibit 1 to Amendment No. 1 to the Schedule 13D relating to the Common Stock of the Issuer filed September 21, 2010 by the Reporting Persons with the Commission)

99.3		Group Termination Agreement, dated September 19, 2010, by and among Becker Drapkin Management, L.P.; BC Advisors, LLC; Steven R. Becker; Matthew A. Drapkin; Double Black Diamond Offshore Ltd.; Black Diamond Offshore Ltd.; Carlson Capital, L.P.; Asgard Investment Corp.; and Clint D. Carlson (incorporated by reference from Exhibit 2 to Amendment No. 1 to the Schedule 13D relating to the Common Stock of the Issuer filed September 21, 2010 by the Reporting Persons with the Commission)

99.4		Restricted Stock Bonus Agreement, dated October 8, 2010, by and between Hot Topic, Inc. and Steven R. Becker (incorporated by reference from Exhibit 1 to Amendment No. 2 to the Schedule 13D relating to the Common Stock of the Issuer filed October 15, 2010 by the Reporting Persons with the Commission)

99.5		Restricted Stock Bonus Agreement, dated October 8, 2010, by and between Hot Topic, Inc. and Matthew A. Drapkin (incorporated by reference from Exhibit 2 to Amendment No. 2 to the Schedule 13D relating to the Common Stock of the Issuer filed October 15, 2010 by the Reporting Persons with the Commission)

99.6		Non-Statutory Stock Option Agreement, dated October 1, 2010, by and between Hot Topic, Inc. and Steven R. Becker (incorporated by reference from Exhibit 3 to Amendment No. 2 to the Schedule 13D relating to the Common Stock of the Issuer filed October 15, 2010 by the Reporting Persons with the Commission)

99.7		Non-Statutory Stock Option Agreement, dated October 1, 2010, by and between Hot Topic, Inc. and Matthew A. Drapkin (incorporated by reference from Exhibit 4 to Amendment No. 2 to the Schedule 13D relating to the Common Stock of the Issuer filed October 15, 2010 by the Reporting Persons with the Commission)

99.8		Non-Statutory Stock Option Agreement, dated October 12, 2010, by and between Hot Topic, Inc. and Steven R. Becker (incorporated by reference from Exhibit 5 to Amendment No. 2 to the Schedule 13D relating to the Common Stock of the Issuer filed October 15, 2010 by the Reporting Persons with the Commission)

99.9		Non-Statutory Stock Option Agreement, dated October 12, 2010, by and between Hot Topic, Inc. and Matthew A. Drapkin (incorporated by reference from Exhibit 6 to Amendment No. 2 to the Schedule 13D relating to the Common Stock of the Issuer filed October 15, 2010 by the Reporting Persons with the Commission)

99.10		Joint Filing Agreement, dated September 14, 2012, by and among BD Management, L.P.; Becker Drapkin Partners (QP), L.P.; Becker Drapkin Partners, L.P.; BD Partners I, L.P.; BC Advisors, LLC; Steven R. Becker; and Matthew A. Drapkin (incorporated by reference from Exhibit 24.1 to the Schedule 13D relating to the Common Stock of the Issuer filed September 14, 2012 by the Reporting Persons with the Commission)

HOT TOPIC INC /CA/ SC 13D/A