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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
 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
INTERACTIVE TECHNOLGY HOLDINGS LLC

(Last) (First) (Middle)
3411 SILVERSIDE RD, BANCROFT BLDG

(Street)
WILMINGTON DE 19810

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GSI COMMERCE INC [ GSIC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/25/2003
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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 07/25/2003 P(1) 1,650,000 A $0(1) 10,797,900 D(2)
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 Securities Underlying Derivative Security (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: 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
Warrants $8.15 07/25/2003 S(1) 720,000 09/13/2000 09/12/2005 Common Stock 720,000 $0(1) 0 D(2)
Warrants $10 07/25/2003 S(1) 900,000 09/13/2000 09/12/2005 Common Stock 900,000 $0(1) 0 D(2)
Warrants $8.15 07/25/2003 S(1) 1,280,000 10/04/2000 10/03/2005 Common Stock 1,280,000 $0(1) 0 D(2)
Warrants $10 07/25/2003 S(1) 1,600,000 10/04/2000 10/03/2005 Common Stock 1,600,000 $0(1) 0 D(2)
1. Name and Address of Reporting Person*
INTERACTIVE TECHNOLGY HOLDINGS LLC

(Last) (First) (Middle)
3411 SILVERSIDE RD, BANCROFT BLDG

(Street)
WILMINGTON DE 19810

(City) (State) (Zip)
1. Name and Address of Reporting Person*
OK HOLDINGS INC

(Last) (First) (Middle)
3411 SILVERSIDE RD
BANCROFT BLDG

(Street)
WILMINGTON DE 19810

(City) (State) (Zip)
1. Name and Address of Reporting Person*
QVC INC

(Last) (First) (Middle)
1200 WILSON DRIVE AT STUDIO PARK

(Street)
WEST CHESTER PA 19380

(City) (State) (Zip)
1. Name and Address of Reporting Person*
COMCAST QUVC INC

(Last) (First) (Middle)
1201 N MARKET STREET
STE

(Street)
WILMINGTON DE 19801

(City) (State) (Zip)
1. Name and Address of Reporting Person*
COMCAST PROGRAMING HOLDINGS INC

(Last) (First) (Middle)
1201 N MARKET STREET
STE

(Street)
WILMINGTON DE 19801

(City) (State) (Zip)
1. Name and Address of Reporting Person*
COMCAST HOLDINGS CORP

(Last) (First) (Middle)
1500 MARKET STREET

(Street)
PHILADELPHIA PA 19102-2148

(City) (State) (Zip)
1. Name and Address of Reporting Person*
COMCAST CORP

(Last) (First) (Middle)
1500 MARKET STREET

(Street)
PHILADELPHIA PA 19102

(City) (State) (Zip)
Explanation of Responses:
1. Interactive Technology Holdings, LLC ("Interactive") acquired the shares of Common Stock listed in Table I from the Issuer in exchange for the disposition by Interactive to the Issuer of the Warrants listed in Table II.
2. All of the securities included in this form are beneficially owned directly by Interactive, which is the designated Reporting Person for purposes of this form. QK Holdings, Inc. ("QK") is the managing member of Interactive and has an approximately 70% interest in the profits of Interactive. QK is a wholly-owned subsidiary of QVC, Inc. ("QVC"). Comcast Corporation ("Comcast"), through its subsidiaries, has an approximately 30% interest in the profits of Interactive. Comcast Holdings Corporation ("CHC") is a wholly-owned subsidiary of Comcast. Comcast Programming Holdings, Inc. ("Holdings") is a wholly-owned subsidiary of CHC. Comcast QVC, Inc. ("Comcast QVC") is a wholly-owned subsidiary of Holdings. Comcast QVC holds a majority of the shares of QVC. By virtue of the relationship among the Reporting Persons, the Reporting Persons may be deemed to have shared voting and dispositive power of the shares of Common Stock of the Issuer beneficially owned by Interactive.
Remarks:
Exhibit List Exhibit 99 - Joint Filer Information
David Apostolico 07/25/2003
** 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 99

Joint Filer Information


Name:	QK Holdings, Inc.
Address:	3411 Silverside Road
		Bancroft Building, Suite 205C
		Wilmington, DE  19810
Designated Filer:	Interactive Technology Holdings, LLC
Issuer & Ticker Symbol: 	GSI Commerce, Inc. (GSIC)
Date of Event Requiring Statement:	07/25/2003

Name:	QVC, Inc.
Address:	Studio Park, 1200 Wilson Drive
		West Chester, PA, 19380
Designated Filer:	Interactive Technology Holdings, LLC
Issuer & Ticker Symbol: 	GSI Commerce, Inc. (GSIC)
Date of Event Requiring Statement:	07/25/2003

Name:	Comcast QVC, Inc.
Address:	1201 N. Market Street, Suite 1405
		Wilmington, Delaware 19801
Designated Filer:	Interactive Technology Holdings, LLC
Issuer & Ticker Symbol: 	GSI Commerce, Inc. (GSIC)
Date of Event Requiring Statement:	07/25/2003

Name:	Comcast Programming Holdings, Inc.
Address:	1201 N. Market Street, Suite 1405
		Wilmington, Delaware 19801
Designated Filer:	Interactive Technology Holdings, LLC
Issuer & Ticker Symbol: 	GSI Commerce, Inc. (GSIC)
Date of Event Requiring Statement:	07/25/2003

Name:	Comcast Holdings Corporation
Address:	1500 Market Street
		Philadelphia, PA 19102
Designated Filer:	Interactive Technology Holdings, LLC
Issuer & Ticker Symbol: 	GSI Commerce, Inc. (GSIC)
Date of Event Requiring Statement:	07/25/2003

Name:	Comcast Corporation
Address:	1500 Market Street
		Philadelphia, PA 19102
Designated Filer:	Interactive Technology Holdings, LLC
Issuer & Ticker Symbol: 	GSI Commerce, Inc. (GSIC)
Date of Event Requiring Statement:	07/25/2003