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FORM 3UNITED 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, 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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1. Name and Address of Reporting Person*
Lee Bill R

(Last)(First)(Middle)
1201 ELM ST.

(Street)
DALLASTX75270

(City)(State)(Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/26/2009
3. Issuer Name and Ticker or Trading Symbol
BLOCKBUSTER INC [BBI, BBI.B]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP & Chief Merchandising Off.
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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 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 Excercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
No securities are beneficially owned

 
Remarks:
The�Reporting�Person�was�appointed�as�Executive�Vice�President�and�Chief�Merchandising�Officer�effective�as�of�May�26,�2009,�at�which�time�the�Reporting�Person�did�not�beneficially�own�securities�of�the�Issuer.��The�Reporting�Person�subsequently�received�an�initial�grant�of�stock�options�pursuant�to�his�employment�agreement,�which�will�be�separately�reported�on�a�Form�4.

Attachment:��Exhibit�24�-�Power�of�Attorney
Rod McDonald, as attorney-in-fact for Bill Lee06/15/2009
** Signature of Reporting PersonDate
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.

EX-24

POWER OF ATTORNEY RULE 144 AND SECTION 16 The undersigned director and/or officer of Blockbuster Inc., a Delaware corporation (the "Company"), hereby constitutes and appoints each of the Secretary and any duly appointed Assistant Secretary of the Company, signing singly, the undersigned's true and lawful attorneys-in-fact to prepare, execute and file with the U.S. Securities and Exchange Commission ("SEC") and, if required, any stock exchange or similar authority, or cause to be filed with the SEC and such stock exchange or similar authority, for and on behalf of the undersigned: (i) any notices of proposed sales of securities of the Company on Form 144 (including any amendments or corrections thereto), or any other forms prescribed by the SEC, that the undersigned may be required to file in accordance with Rule 144 ("Rule 144") under the Securities Act of 1933; (ii) any reports on Forms 3, 4 and 5 (including any amendments or corrections thereto), or any other forms prescribed by the SEC, with respect to ownership of securities of the Company that the undersigned may be required to file in accordance with Section 16(a) ("Section 16") of the Securities Exchange Act of 1934 and the rules thereunder; and (iii) a Form ID (including any amendments or corrections thereto), or any other forms prescribed by the SEC, that may be necessary to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of the forms referenced in clauses (i) and (ii) above. The undersigned further appoints each of the foregoing designated attorneys-in- fact to do and perform all things incident, necessary and proper to appropriately complete, execute and file the forms referenced in clauses (i), (ii) and (iii) above, and in conjunction therewith to do all things which in the opinion of such attorney-in-fact may be of benefit to, in the best interest of, or legally required by, the undersigned. The undersigned hereby grants to each of the foregoing designated attorneys-in- fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that such attorney-in-fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned does hereby revoke all prior powers of attorney previously granted to any employee or other agent or representative of the Company with respect to the forms referenced in clauses (i), (ii) and (iii) above. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Rule 144 or Section 16. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 144 with respect to the undersigned's proposed sales of securities issued by the Company or Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 2nd day of June, 2009. /s/ Bill Lee ------------------------------- signature

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