FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

KLEINHEINZ CAPITAL PARTNERS, INC.

2. Date of Event Requiring Statement (MM/DD/YYYY)
12/17/2009 

3. Issuer Name and Ticker or Trading Symbol

ALLOY INC [ALOY]

(Last)        (First)        (Middle)

301 COMMERCE STREET, SUITE 1900

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

_____ Director                            _____ 10% Owner
_____ Officer (give title below)          ___ X ___ Other (specify below)
/ Member of a 13(d) 10% Group

(Street)

FORT WORTH, TX 76102       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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

___ Form filed by One Reporting Person
_ X _ 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 Stock   402061   I   See Footnotes   (1) (2) (3) (4)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		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)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Represents shares of common stock ("Common Stock") of Alloy, Inc. (the "Issuer") directly beneficially owned by Global Undervalued Securities Master Fund, L.P. ("Global Master").
( 2)  On December 17, 2009, Kleinheinz Capital Partners, Inc. ("Kleinheinz"), Kleinheinz Capital Partners LDC ("LDC"), Global Undervalued Securities Fund, L.P. ("Global, L.P."), Global Undervalued Securities Fund (QP), L.P. ("Global QP"), Global Undervalued Securities Fund, Ltd. ("Global Ltd."), Global Master and John B. Kleinheinz ("Mr. Kleinheinz", and collectively with Kleinheinz, LDC, Global, L.P., Global QP, Global Ltd. and Global Master, the "Reporting Perons") and BD Media Investors LP, SRB Greenway Opportunity Fund, (QP), L.P., SRB Greenway Opportunity Fund, L.P., SRB Management, L.P., BC Advisors, LLC, Steven R. Becker and Matthew A. Drapkin (the "Greenway Parties") entered into a Joint Filing Agreement (the "Joint Filing Agreement"). Pursuant to the Joint Filing Agreement, the Reporting Persons and the Greenway Parties agreed to coordinate their actions with respect to the purchase and sale of Common Stock and discussions over certain matters with the Issuer.
( 3)  As a result of the agreements contained in the Joint Filing Agreement, the Reporting Persons may be deemed to be members of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") with the Greenway Parties, and, therefore, may be deemed to beneficially own Common Stock beneficially owned by the Greenway Parties. The Reporting Persons disclaim beneficial ownership of and pecuniary interest in any shares of Common Stock beneficially owned by the Greenway Parties. This Form 3 and the filing hereof shall not be deemed an admission that any Reporting Person is a beneficial owner of any shares of Common Stock for any purpose, other than the Common Stock reported in Table 1, or that any Reporting Person is a member of a "group". This Form 3 does not reflect any Common Stock owned by the Greenway Parties.
( 4)  Kleinheinz, as the investment manager of Global, L.P., Global QP, Global Ltd. and Global Master; LDC, as the general partner of Global, L.P. and Global QP; Global, L.P., as a general partner of Global Master; Global QP, as a general partner of Global Master; Global Ltd., as a general partner of Global Master; and Mr. Kleinheinz as the sole director and President of Kleinheinz and a director of LDC, may in each case be deemed to be beneficial owners of the securities reported herein for purposes of Rule 16a-1(a) of the Exchange Act. Kleinheinz, LDC, Global, L.P., Global QP, Global Ltd. and Mr. Kleinheinz disclaim any beneficial ownership of any Common Stock listed herein, except to the extent of any pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
KLEINHEINZ CAPITAL PARTNERS, INC.
301 COMMERCE STREET
SUITE 1900
FORT WORTH, TX 76102


Member of a 13(d) 10% Group
Kleinheinz Capital Partners LDC
C/O WALKERS SPV LTD.
WALKER HOUSE, 87 MARY STREET
GEORGE TOWN, E9 KY1-9001


Member of a 13(d) 10% Group
GLOBAL UNDERVALUED SECURITIES MASTER FUND LP
C/O BNY MELLON ALTERNATIVE INVESTMENT SE
48 PAR LA VILLE ROAD SUITE 464
HAMILTON HMII, D0 0000


Member of a 13(d) 10% Group
Global Undervalued Securities Fund Ltd
C/O BNY MELLON ALTERNATIVE INVESTMENT SE
48 PAR LA VILLE ROAD SUITE 464
HAMILTON HM 11 BERMUDA, D0 00000


Member of a 13(d) 10% Group
KLEINHEINZ JOHN B
301 COMMERCE STREET
SUITE 1900
FORT WORTH, TX 76102


Member of a 13(d) 10% Group
GLOBAL UNDERVALUED SECURITIES FUND LP
C/O BNY MELLON ALTERNATIVE INVESTMENT SE
48 PAR LA VILLE ROAD SUITE 464
HAMILTON, D0 HM11


Member of a 13(d) 10% Group
Global Undervalued Securities Fund QP L P
C/O BNY MELLON ALTERNATIVE INVESTMENT SE
48 PAR LA VILLE ROAD SUITE 464
HAMILTON N H 11, D0 00000


Member of a 10% Group

Signatures
see Exhibiit 99.1 12/28/2009
** 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 control number.
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