Edgar Filing: CNET NETWORKS INC

Ownership Submission

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 ^*

BONNIE SHELBY W

2. Issuer Name and Ticker or Trading Symbol
CNET NETWORKS INC [CNET]

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)

C/O CNET, 235 SECOND STREET

3. Date of Earliest Transaction (Month/Day/Year)
12/20/2006

(Street)

SAN FRANCISCO, CA 94105-3124

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

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 58.688

12/20/2006

D⁽¹⁾⁽²⁾

100,000

⁽¹⁾⁽²⁾

04/28/2009

Common Stock

100,000

$ 0 ⁽¹⁾ ⁽²⁾

Stock Option (right to buy)

⁽¹⁾ ⁽²⁾

12/20/2006

A⁽¹⁾⁽²⁾

100,000

⁽¹⁾⁽²⁾

⁽³⁾

Common Stock

100,000

$ 0 ⁽¹⁾ ⁽²⁾

100,000

Stock Option (right to buy)

$ 24.625

12/20/2006

D⁽¹⁾⁽²⁾

200,000

⁽¹⁾⁽²⁾

04/17/2010

Common Stock

200,000

$ 0 ⁽¹⁾ ⁽²⁾

Stock Option (right to buy)

⁽¹⁾ ⁽²⁾

12/20/2006

A⁽¹⁾⁽²⁾

200,000

⁽¹⁾⁽²⁾

⁽³⁾

Common Stock

200,000

$ 0 ⁽¹⁾ ⁽²⁾

200,000

Stock Option (right to buy)

$ 3.42

12/20/2006

D⁽¹⁾⁽²⁾

400,000

⁽¹⁾⁽²⁾

10/08/2011

Common Stock

400,000

$ 0 ⁽¹⁾ ⁽²⁾

Stock Option (right to buy)

⁽¹⁾ ⁽²⁾

12/20/2006

A⁽¹⁾⁽²⁾

400,000

⁽¹⁾⁽²⁾

⁽³⁾

Common Stock

400,000

$ 0 ⁽¹⁾ ⁽²⁾

400,000

Stock Option (right to buy)

$ 4.67

12/20/2006

D⁽¹⁾⁽²⁾

250,000

⁽¹⁾⁽²⁾

06/24/2013

Common Stock

250,000

$ 0 ⁽¹⁾ ⁽²⁾

Stock Option (right to buy)

⁽¹⁾ ⁽²⁾

12/20/2006

A⁽¹⁾⁽²⁾

250,000

⁽¹⁾⁽²⁾

⁽³⁾

Common Stock

250,000

$ 0 ⁽¹⁾ ⁽²⁾

250,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BONNIE SHELBY W C/O CNET 235 SECOND STREET SAN FRANCISCO, CA 94105-3124	X

Signatures

/s/ Delida Costin, attorney-in-fact for Shelby W. Bonnie		12/22/2006
^**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)	The reporting person has entered into an agreement, dated December 20, 2006 (the "Agreement"), with CNET Networks Inc. (the "Company") to have the exercise prices of certain options granted to the reporting person reset to be equal to, and in no event less than, the fair market value of a share of the Company's common stock on the applicable accounting measurement date for the grant. These accounting measurement dates are being determined by the Company (the date of the determination, the "Determination Date"). Within two business days after the Determination Date, the reporting person will file an amendment to this Form 4 to reflect the amended exercise prices of all relevant stock options. (Continued to footnote 2.)
(2)	See the Company's Current Report on Form 8-K dated December 20, 2006 for additional information. For Section 16 reporting purposes only, the increases in option exercise prices are deemed to be a cancellation of the old options and the grant of replacement options. The other terms of the outstanding options (including the vesting of the options) remain unchanged.
(3)	Pursuant to the terms of the Agreement, these options will expire at the later of the 30-day period measured from the first date each option can be exercised in compliance with applicable federal securities laws and in conformity with applicable standards under Internal Revenue Code Section 409A, and February 8, 2007 but in no event later than the expiration date of the maximum term of each option.

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