XNAS:OUTD Outdoors Channel Holdings, Inc. Insider Activity 4/A Filing - 9/30/2012

Effective Date 9/30/2012

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FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Hornish Thomas E

2. Issuer Name and Ticker or Trading Symbol
OUTDOOR CHANNEL HOLDINGS INC [OUTD]

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

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President and CEO

(Last)

(First)

(Middle)

43445 BUSINESS PARK DRIVE, SUITE 103

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2012

(Street)

TEMECULA, CA 92590

4. If Amendment, Date Original Filed (Month/Day/Year)
10/02/2012

6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/30/2012		F		2,751	D	$7.28	358,715⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Hornish Thomas E 43445 BUSINESS PARK DRIVE SUITE 103 TEMECULA, CA 92590	X		President and CEO

Signatures

/s/ Thomas E. Hornish, by Catherine C. Lee, Attorney-in-Fact		10/04/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Fifteen Thousand (15,000) restricted shares, subject to forfeiture, shall vest in equal quarterly installments on January 15, April 15, July 15, and October 15 of each year, beginning on October 15, 2012, such that the entire Fifteen Thousand (15,000) shares of restricted stock will be vested as of April 15, 2013.
(2)	Thirty Thousand (30,000) shares are restricted shares, subject to forfeiture, such shares of restricted stock will be vested as of February 1, 2013.
(3)	One Hundred Twenty Seven Thousand Five Hundred (127,500) restricted shares, subject to forfeiture shall vest as follows: In 2012, 7,500 shares shall vest on December 31, 2012; (ii) In 2013, 40,000 shares shall vest in equal quarterly installments of 10,000 shares each, commencing on March 31, 2013, such that the entire 40,000 shares shall have vested on December 31, 2013; and (iii) In 2014, 80,000 shares shall vest in equal quarterly installments of 20,000 shares each, commencing on March 31, 2014, such that the entire 80,000 shares shall have vested on December 31, 2014.
(4)	Notwithstanding the foregoing, upon a change in control, the vesting of all restricted shares shall accelerate 100%.
(5)	This amendment is being filed to correct the number of shares disposed of in Column 4 and the amounts in Column 5. All other information set forth in the original filing is correct.

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