RUBIN MICHAEL 4

4 · GSI COMMERCE INC · Filed Mar 29, 2011

Form 4

Period: 2011-03-25

DirectorCEO and President

Transactions

Award
Common Stock
2011-03-25+27,000→ 2,338,763 total
Award
Performance Unit
2011-03-25+72,239→ 72,239 total
→ Common Stock (72,239 underlying)

Holdings

Footnotes (6)

[F1]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.
[F2]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.
[F3]No monetary consideration was given in connection with this restricted stock award unit.
[F4]This footnote is inserted only to meet technical requirements of the SEC. Performance Units are not assigned an exercise price.
[F5]Reported number of Performance Units acquired is based on GSI attaining 100% of the performance targets for fiscal year 2011. If GSI exceeds the performance targets, the reporting person may receive up to 1.5 times the reported number. If GSI fails to achieve 80% of the performance targets, the reporting person will receive no Performance Units.
[F6]Performance Units vest in the following increments, or earlier upon certain events: 50% will vest on each of January 19, 2013 and January 19, 2014. 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 80% of the performance targets.

Documents

1 file