Please wait

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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Myers Todd (Last) (First) (Middle) C/O HARRIS INTERACTIVE INC. 161 SIXTH AVENUE (Street) NEW YORK NY 10013 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/16/2011	3. Issuer Name and Ticker or Trading Symbol HARRIS INTERACTIVE INC [ HPOL ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) COO, US Business Groups	5. If Amendment, Date of Original Filed (Month/Day/Year) 08/26/2011
			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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Based Employee Stock Options	08/11/2011(1)	06/28/2021	Common Stock	120,000	$0.7	D

Explanation of Responses:

1. Options were granted on June 29, 2011 and were to vest in five separate tranches of 24,000 options, with an initial exercise date of August 11, 2011 if, commencing on or after the grant date, the Company had an average closing price for its stock during a thirty consecutive trading day period (excluding any trading day in which the total trading volume of the stock was less than 10,000), at or above certain stock price targets, or if certain adjusted EBITDA targets were achieved using any trailing consecutive four fiscal quarters commencing on or after July 1, 2011. The purpose of this amendment is to report that this option award now vests in ten separate tranches of 12,000 options. Vesting of the options is still tied to achievement of certain stock price and adjusted EBITDA targets. All other derivative securities reported on Mr. Myers initial Form 3 filing remain unchanged.

Remarks:

	Michael T. Burns as Attorney-in-Fact for Todd Myers	03/29/2012
	** 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 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).
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.