XNAS:HOTT Insider Activity 4 Filing - 1/10/2012

Effective Date 1/10/2012

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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
Drapkin Matthew A
  2. Issuer Name and Ticker or Trading Symbol
HOT TOPIC INC /CA/ [HOTT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
300 CRESCENT COURT, SUITE 1111
3. Date of Earliest Transaction (Month/Day/Year)
01/10/2012
(Street)

DALLAS, TX 75201
4. If Amendment, Date 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
(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 01/10/2012   P   12,000 A $7.03 3,490,349 I See Footnotes(1)(2)(3)(4)
Common Stock 01/10/2012   P   12,000 A $7.03 3,502,349 I See Footnotes(1)(2)(3)(5)
Common Stock 01/10/2012   P   9,000 A $7.03 3,511,349 I See Footnotes(1)(2)(3)(6)
Common Stock 01/10/2012   P   200 A $7 3,511,549 I See Footnotes(1)(2)(3)(7)
Common Stock               6,345 D(1)(2)(3)(8)  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)

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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Drapkin Matthew A
300 CRESCENT COURT
SUITE 1111
DALLAS, TX 75201
  X      

Signatures

 MATTHEW A. DRAPKIN, /s/ Ashley Sekimoto, Name: Ashley Sekimoto, Title: Attorney-in-Fact   01/12/2012
** 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) This statement is filed by and on behalf of Matthew A. Drapkin. Becker Drapkin Partners (QP), L.P. ("QP Fund"), Becker Drapkin Partners, L.P. ("LP Fund"), BD Partners I, L.P. ("BD Partners I"), Mr. Drapkin and a managed account (the "Managed Account") are the direct beneficial owners of the securities covered by this statement. Becker Drapkin Management, L.P. ("BD Management") is the general partner of, and the investment manager for, each of QP Fund, LP Fund and BD Partners I and provides investment advisory services for the Managed Account. BD Management may be deemed to beneficially own securities owned by QP Fund, LP Fund, BD Partners I and the Managed Account. BC Advisors, LLC ("BC Advisors") is the general partner of BD Management and may be deemed to beneficially own securities owned by BD Management. Steven R. Becker and Mr. Drapkin are the co-managing members of BC Advisors and may be deemed to beneficially own securities owned by BC Advisors.
(2) The reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act") or otherwise, the beneficial owner of any securities covered by this statement. The reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.
(3) The reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Act. The reporting person declares that neither the filing of this statement 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, a member of a group with respect to the issuer or securities of the issuer.
(4) Includes (a) 925,807 shares directly beneficially owned by QP Fund, (b) 120,243 shares directly beneficially owned by LP Fund, (c) 1,295,799 shares directly beneficially owned by BD Partners I and (d) 1,148,500 shares directly beneficially owned by the Managed Account.
(5) Includes (a) 925,807 shares directly beneficially owned by QP Fund, (b) 132,243 shares directly beneficially owned by LP Fund, (c) 1,295,799 shares directly beneficially owned by BD Partners I and (d) 1,148,500 shares directly beneficially owned by the Managed Account.
(6) Includes (a) 934,807 shares directly beneficially owned by QP Fund, (b) 132,243 shares directly beneficially owned by LP Fund, (c) 1,295,799 shares directly beneficially owned by BD Partners I and (d) 1,148,500 shares directly beneficially owned by the Managed Account.
(7) Includes (a) 934,807 shares directly beneficially owned by QP Fund, (b) 132,443 shares directly beneficially owned by LP Fund, (c) 1,295,799 shares directly beneficially owned by BD Partners I and (d) 1,148,500 shares directly beneficially owned by the Managed Account.
(8) Includes 3,526 unvested shares of restricted stock, which are subject to forfeiture to the issuer under certain circumstances. Such forfeiture right will lapse on the earlier of (i) June 7, 2012 or (ii) the date of the next annual shareholders meeting of the issuer.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

XNAS:HOTT Insider Activity 4 Filling

XNAS:HOTT Stock - Get Insider Activity SEC Filing of XNAS:HOTT stocks, including company profile, shares outstanding, strategy, business segments, operations, officers, consolidated financial statements, financial notes and ownership information.

Content Partners
XNAS:HOTT Insider Activity 4 Filing - 1/10/2012
Name |  Ticker |  Star Rating |  Market Cap |  Stock Type |  Sector |  Industry Star Rating |  Investment Style |  Total Assets |  Category |  Top Holdings |  Top Sectors |  Symbol |  Title Star Rating |  Category |  Total Assets |  Top Holdings |  Top Sectors |  Symbol |  Name Title |  Date |  Author |  Collection |  Interest |  Popularity Topic |  Sector |  Key Indicators |  User Interest |  Market Cap |  Industry Name |  Ticker |  Star Rating |  Market Cap |  Stock Type |  Sector |  Industry Star Rating |  Investment Style |  Total Assets |  Category |  Top Holdings |  Top Sectors |  Symbol / Ticker |  Title Star Rating |  Category |  Total Assets |  Symbol / Ticker |  Name Title |  Date |  Author |  Collection |  Popularity |  Interest Title |  Date |  Company |  Symbol |  Interest |  Popularity Topic |  Sector |  Key Indicators |  User Interest |  Market Cap |  Industry Title |  Date |  Company |  Symbol |  Interest |  Popularity

Previous: XNAS:HOTT Insider Activity 3 Filing - 6/5/2012  |  Next: XNAS:HOTT Insider Activity 4 Filing - 1/10/2012