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
                                                                                  
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OMB Number: 3235-0287
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

GOVE SUE
2. Issuer Name and Ticker or Trading Symbol

GOLFSMITH INTERNATIONAL HOLDINGS INC [ GOLF ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
See Remarks
(Last)          (First)          (Middle)

GOLFSMITH INTERNATIONAL, HOLDINGS, INC., 11000 N. IH-35
3. Date of Earliest Transaction (MM/DD/YYYY)

4/4/2012
(Street)

AUSTIN, TX 78753
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   4/4/2012     (1) A    20082   (1) A $0   88815   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Restricted Stock Units     (2) 4/4/2012     A      4638         (2) 4/4/2022   Common Stock   8613   $0   334638   D    

Explanation of Responses:
( 1)  Shares issued pursuant to the Performance Share Award Agreement (the "Agreement") between Golfsmith International Holdings, Inc. (the "Company") and the reporting person, dated February 25, 2011, based on the Company's achievement of EBITDA targets for fiscal 2011. Pursuant to the terms of the Agreement, one-third vested immediately following the issuance of the Company's 2011 audited financial statements on March 30, 2012. The remaining two-thirds will vest in equal annual installments on February 25, 2013 and February 25, 2014, respectively, subject to the reporting person's continuous employment on each vesting date.
( 2)  Granted on April 4, 2012 under the 2006 Incentive Stock Plan of the Company, each restricted stock unit represents the equivalent of one share of the Company's common stock. One-third of the restricted stock will vest and become exercisable on each of the first, second and third anniversaries of the grant date.

Remarks:
President, Chief Operating Officer and Chief Financial Officer

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
GOVE SUE
GOLFSMITH INTERNATIONAL
HOLDINGS, INC., 11000 N. IH-35
AUSTIN, TX 78753


See Remarks

Signatures
/s/ Sue E. Gove 4/4/2012
** 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 control number.
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