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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| 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. | |||
| 1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Yankees Acquisition Corp. 300 INDUSTRY DRIVE RIDC PARK WEST PITTSBURGH, PA 15275 |
 |  X |  |  |
| DICKS SPORTING GOODS INC 300 INDUSTRY DRIVE RIDC PARK WEST PITTSBURGH, PA 15275 |
 |  X |  |  |
| /s/ William R. Newlin | 11/22/2006 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(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) | In connection with the execution of an Agreement and Plan of Merger (the "Merger Agreement") providing for the merger of Yankees Acquisition Corp. ("Yankees"), a wholly-owned subsidiary of Dick's Sporting Goods, Inc. ("Dick's" and together with Yankees, the Reporting Persons) with and into Golf Galaxy, Inc. ("Golf Galaxy"), the Reporting Persons on the one hand, and William Blair Capital Partners V, L.P., Primus Capital Fund IV L.P. and Primus Executive Fund L.P., FdG Capital Partners LLC and FdG- Chase Capital Partners LLC, Randall K. Zanatta and Gregory B. Maanum (collectively, the "Golf Galaxy Shareholders") on the other hand entered into a voting agreement (the "Voting Agreement"). |
| (2) | Pursuant to the terms and conditions of the Voting Agreement, Golf Galaxy Shareholders agreed, among other things, to vote certain of their shares of Golf Galaxy common stock representing up to an aggregate, collectively, of 19.99% of the issued and outstanding shares of Golf Galaxy common stock (the "Subject Shares") in favor of the merger at the special shareholders meeting to be held to approve the merger. |
| (3) | By virtue of the Voting Agreement, the Reporting Persons may be deemed a beneficial owner pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), of the Subject Shares. Pursuant to Rule 16a-1(a)(4) under the Act, the Reporting Persons hereby state that this Initial Statement of Beneficial Ownership of Securities on Form 3 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any equity securities of Golf Galaxy and such beneficial ownership is expressly disclaimed. The Reporting Persons have no "pecuniary" interest in the Subject Shares. |
|  Remarks: Other Reporting Owner Name/Address:  Dick's Sporting Goods, Inc., 300 Industry Drive, RIDC Park West, Pittsburgh, PA 15275 | |