SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Good Martin

(Last)

(First)

(Middle)

29903 AGOURA ROAD

(Street)

AGOURA HILLS

91301

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/09/2010

3. Issuer Name and Ticker or Trading Symbol
THQ INC [ THQI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Kids/Family/ Casual Games

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common	3,741	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option to Purchase Common Stock	12/12/2009⁽¹⁾	12/12/2013	Common	30,000	$4.58	D
Option to Purchase Common Stock	05/12/2010⁽²⁾	05/12/2014	Common	93,101	$5.2	D
Option to Purchase Common Stock	05/13/2009⁽³⁾	05/13/2013	Common	45,500	$18.42	D
Option to Purchase Common Stock	10/14/2006⁽⁴⁾	10/14/2010	Common	15,000	$19.66	D
Option to Purchase Common Stock	07/18/2007⁽⁵⁾	07/18/2011	Common	15,000	$20.74	D
Option to Purchase Common Stock	01/15/2009⁽⁶⁾	01/15/2013	Common	30,000	$24.85	D
Option to Purchase Common Stock	05/15/2008⁽⁷⁾	05/15/2012	Common	15,000	$32.8	D
Performance Accelerated Restricted Stock Units	07/18/2011⁽⁸⁾	⁽⁸⁾	Common	3,000	⁽⁸⁾	D
Performance Accelerated Restricted Stock Units	05/15/2012⁽⁹⁾	⁽⁹⁾	Common	4,000	⁽⁹⁾	D
Performance Accelerated Restricted Stock Units	05/13/2013⁽¹⁰⁾	⁽¹⁰⁾	Common	6,534	⁽¹⁰⁾	D
Performance Accelerated Restricted Stock Units	05/11/2015⁽¹¹⁾	⁽¹¹⁾	Common	8,167	⁽¹¹⁾	D
Restricted Stock Units	05/13/2011⁽¹²⁾	⁽¹²⁾	Common	7,500	⁽¹²⁾	D
Restricted Stock Units	05/11/2013⁽¹³⁾	⁽¹³⁾	Common	15,166	⁽¹³⁾	D

Explanation of Responses:

1. One-third of the Option vests on each of the first, second and third anniversary of the Grant Date, which was 12/12/2008.

2. One-third of the Option vests on each of the first, second and third anniversary of the Grant Date, which was 5/12/2009.

3. One-third of the Option vests on each of the first, second and third anniversary of the Grant Date, which was 5/13/2008.

4. One-third of the Option vests on each of the first, second and third anniversary of the Grant Date, which was 10/14/2005. The Option is fully vested.

5. One-third of the Option vests on each of the first, second and third anniversary of the Grant Date, which was 7/18/2006. The Option is fully vested.

6. One-third of the Option vests on each of the first, second and third anniversary of the Grant Date, which was 1/15/2008.

7. One-third of the Option vests on each of the first, second and third anniversary of the Grant Date, which was 5/15/2007. The Option is fully vested.

8. Mr. Good was awarded 5,000 Performance Accelerated Restricted Stock Units (PARSUs) on July 18, 2006. The PARSUs vest five years after the grant date; however, vesting may be accelerated if certain company-related criteria is met each fiscal year during the term of the PARSUs. In fiscal 2007 and fiscal 2010, the company met its performance criteria and 2,000 PARSUs were accelerated and vested. An additional 1,000 PARSUs may be accelerated and vest in fiscal 2011 if certain company-related performance criteria is met for this fiscal year. The PARSUs will be settled one-for-one in shares of common stock upon vesting, unless the participant has elected to defer receipt of PARSUs pursuant to the THQ Inc. Stock Unit Deferred Compensation Plan.

9. Mr. Good was awarded 5,000 Performance Accelerated Restricted Stock Units (PARSUs) on May 15, 2007. The PARSUs vest five years after the grant date; however, vesting may be accelerated if certain company-related criteria is met each fiscal year during the term of the PARSUs. In fiscal 2010, the company met its performance criteria and 1,000 PARSUs were accelerated and vested. The PARSUs will be settled one-for-one in shares of common stock upon vesting, unless the participant has elected to defer receipt of PARSUs pursuant to the THQ Inc. Stock Unit Deferred Compensation Plan.

10. Mr. Good was awarded 8,167 Performance Accelerated Restricted Stock Units (PARSUs) on May 13, 2008. The PARSUs vest five years after the grant date; however, vesting may be accelerated if certain company-related criteria is met each fiscal year during the term of the PARSUs. In fiscal 2010, the company met its performance criteria and 1,633 PARSUs were accelerated and vested. The PARSUs will be settled one-for-one in shares of common stock upon vesting, unless the participant has elected to defer receipt of PARSUs pursuant to the THQ Inc. Stock Unit Deferred Compensation Plan.

11. The Performance Accelerated Restricted Stock Units (PARSUs) were granted on 5/11/2010. The PARSUs will vest five years after the grant date; however, vesting may be accelerated if certain company-related performance criteria are met each fiscal year during the term of the PARSUs. The PARSUs will be settled one-for-one in shares of common stock upon vesting, unless the participant has elected to defer receipt of PARSUs pursuant to the THQ Inc. Stock Unit Deferred Compensation Plan.

12. The Restricted Stock Units (RSUs) were granted on 5/13/2008. The RSUs will vest three years after the grant date and will be settled one-for-one in shares of common stock upon vesting.

13. The Restricted Stock Units (RSUs) were granted on 5/11/2010. One third of the RSUs will vest on each of the first, second and third anniversary of the grant date and will be settled one-for-one in shares of common stock upon vesting

Remarks:

	/s/ Martin Good	06/21/2010
	** Signature of Reporting Person	Date
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